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