0001209191-19-023551.txt : 20190403
0001209191-19-023551.hdr.sgml : 20190403
20190403202831
ACCESSION NUMBER: 0001209191-19-023551
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190401
FILED AS OF DATE: 20190403
DATE AS OF CHANGE: 20190403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dussault Jonathon E
CENTRAL INDEX KEY: 0001713473
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 19730920
MAIL ADDRESS:
STREET 1: C/O BENEFITFOCUS, INC.
STREET 2: 100 BENEFITFOCUS WAY
CITY: CHARLESTON
STATE: SC
ZIP: 29492
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Benefitfocus,Inc.
CENTRAL INDEX KEY: 0001576169
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 462346314
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BENEFITFOCUS WAY
CITY: CHARLESTON
STATE: SC
ZIP: 29492
BUSINESS PHONE: 843-849-7476
MAIL ADDRESS:
STREET 1: 100 BENEFITFOCUS WAY
CITY: CHARLESTON
STATE: SC
ZIP: 29492
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-04-01
0
0001576169
Benefitfocus,Inc.
BNFT
0001713473
Dussault Jonathon E
100 BENEFITFOCUS WAY
CHARLESTON
SC
29492
0
1
0
0
Chief Financial Officer
Common Stock
2019-04-01
4
M
0
4773
0.00
A
74176
D
Common Stock
2019-04-01
4
M
0
20616
0.00
A
94792
D
Common Stock
2019-04-01
4
A
0
2962
0.00
A
97754
D
Common Stock
2019-04-01
4
A
0
4746
0.00
A
102500
D
Common Stock
2019-04-01
4
S
0
2709
47.12
D
99791
D
Common Stock
2019-04-01
4
S
0
672
47.81
D
99119
D
Common Stock
2019-04-01
4
S
0
650
49.04
D
98469
D
Common Stock
2019-04-01
4
S
0
51
49.68
D
98418
D
Common Stock
2019-04-01
4
S
0
2441
47.90
D
95977
D
Common Stock
2019-04-01
4
S
0
521
48.61
D
95456
D
Performance Restricted Stock Units
2019-04-01
4
M
0
4773
0.00
D
2019-04-01
Common Stock
4773
488
D
Performance Restricted Stock Units
2019-04-01
4
D
0
488
0.00
D
2019-04-01
Common Stock
488
0
D
Performance Restricted Stock Units
2019-04-01
4
M
0
20616
0.00
D
2022-04-01
Common Stock
20616
5468
D
Performance Restricted Stock Units
2019-04-01
4
D
0
5468
0.00
D
2022-04-01
Common Stock
5468
0
D
Performance Restricted Stock Units
2019-04-01
4
A
0
2886
0.00
A
2020-04-01
Common Stock
2886
2886
D
Performance Restricted Stock Units
2019-04-01
4
A
0
14240
0.00
A
2023-04-01
Common Stock
14240
14240
D
Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on March 29, 2018. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of annual revenue goal, an adjusted EBITDA goal, and a net new bookings goal, during the period of January 1, 2018 through December 31, 2018.
Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on March 29, 2018. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of annual recurring revenue bookings percentage growth goals during the period of January 1, 2018 through December 31, 2018. One-fourth of the shares are vested, with the remaining shares to vest in three equal annual installments beginning on April 1, 2020.
Represents common stock of the Issuer resulting from the vesting of restricted stock units granted in connection with the achievement of performance metrics in 2018.
Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2020, subject to continued employment.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $46.54 to $47.53. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $47.54 to $48.50. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $48.54 to $49.53. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $49.55 to $49.80. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $47.50 to $48.26. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $48.50 to $48.81. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. A percentage of the PRSUs will vest upon the achievement of an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2019 through December 31, 2019. Vesting of the target level PRSUs will accelerate upon death or disability during the performance period in an amount equal to the proportion of days in the performance period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. The PRSUs will vest upon the achievement of net annual recurring revenue bookings growth goals during the period of January 1, 2019 through December 31, 2019, such vesting to occur in four equal annual installments beginning on April 1, 2020, if the performance metrics are met. Vesting of the target level PRSUs will accelerate upon death or disability during the performance period in an amount equal to the proportion of days in the performance period worked. Vesting will also accelerate as to the next tranche of vesting units in the event of death or disability after the performance period. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
/s/ S. Halle Vakani, Attorney-in-Fact
2019-04-03