SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Helding Erik M

(Last)

(First)

(Middle)

C/O BENEFYTT TECHNOLOGIES, INC.

3450 BUSCHWOOD PARK DRIVE, SUITE 200

(Street)

TAMPA

33618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Benefytt Technologies, Inc. [ BFYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/21/2020⁽¹⁾		U⁽²⁾		30,000	D	$31	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$23.4	08/21/2020⁽¹⁾		D			50,000	⁽³⁾	11/15/2029	Class A Common Stock	50,000	⁽⁴⁾	0	D

Explanation of Responses:

1. On August 21, 2020, Daylight Beta Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Benefytt Technologies, Inc., a Delaware corporation (the "Issuer"), pursuant to that certain Agreement and Plan of Merger dated July 12, 2020 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on August 21, 2020, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned and indirect subsidiary of Parent (the "Merger").

2. Represents shares tendered to the Purchaser in connection with the Tender Offer.

3. These stock-settled stock appreciation rights were granted under the Issuer's Long Term Incentive Plan and became vested in full immediately prior to the Merger.

4. In accordance with the terms of the Merger Agreement, these stock-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled and converted as of immediately prior to the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of: (i) the aggregate number of shares of the Issuer's Common Stock underlying these stock-settled stock appreciation rights, multiplied by (ii) the excess of $31.00 over the per share exercise price of such stock-settled stock appreciation rights, less any taxes required to be withheld.

	/s/ Erik M. Helding	08/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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