0001209191-19-023552.txt : 20190403
0001209191-19-023552.hdr.sgml : 20190403
20190403202911
ACCESSION NUMBER: 0001209191-19-023552
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: Holland Mason R Jr
CENTRAL INDEX KEY: 0001586540
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 19730922
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
0001586540
Holland Mason R Jr
100 BENEFITFOCUS WAY
CHARLESTON
SC
29492
1
1
0
0
Executive Chairman of the Bd.
Common Stock
2019-04-01
4
M
0
5641
0.00
A
43929
D
Common Stock
2019-04-01
4
M
0
9878
0.00
A
53807
D
Common Stock
2019-04-01
4
A
0
3501
0.00
A
57308
D
Common Stock
2019-04-01
4
A
0
2318
0.00
A
59626
D
Common Stock
2649099
I
By Holland Family Trust
Common Stock
5
I
As custodian for minor son
Performance Restricted Stock Units
2019-04-01
4
M
0
5641
0.00
D
2019-04-01
Common Stock
5641
577
D
Performance Restricted Stock Units
2019-04-01
4
D
0
577
0.00
D
2019-04-01
Common Stock
577
0
D
Performance Restricted Stock Units
2019-04-01
4
M
0
9878
0.00
D
2022-04-01
Common Stock
9878
2620
D
Performance Restricted Stock Units
2019-04-01
4
D
0
2620
0.00
D
2022-04-01
Common Stock
2620
0
D
Performance Restricted Stock Units
2019-04-01
4
A
0
3478
0.00
A
2020-04-01
Common Stock
3478
3478
D
Performance Restricted Stock Units
2019-04-01
4
A
0
6956
0.00
A
2023-04-01
Common Stock
6956
6956
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 an 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.
These shares are held in a living trust for the benefit of the Reporting Person and his spouse. The Reporting Person shares voting and investment control over these shares.
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