SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Gilmore Lou Anne (Last) (First) (Middle) 100 BENEFITFOCUS WAY (Street) CHARLESTON SC 29492 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2019	3. Issuer Name and Ticker or Trading Symbol Benefitfocus,Inc. [ BNFT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,052	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(1)	04/01/2020	Common Stock	521	(1)	D
Performance Restricted Stock Units	(2)	04/01/2023	Common Stock	3,131	(2)	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

Ms. Gilmore's non-derivative securities owned beneficially comprise the following securities: (a) 66 restricted stock units ("RSUs") granted May 15, 2018 vesting in 3 equal annual installments beginning May 15, 2019 of which 60 RSUs are held (6 RSUs were sold to satisfy tax liabilities incurred upon vesting); (b) 2,443 performance restricted stock units ("PRSUs") earned upon the vesting of a percentage of PRSUs granted on July 1, 2018 when the Issuer achieved annual recurring revenue bookings percentage growth goals during the period of January 1 through December 31, 2018 (1/4 of the resulting shares are vested, of which 189 were sold to satisfy tax liabilities incurred upon vesting, and the remaining shares will vest in 3 equal annual installments beginning April 1, 2020; (c) 1,030 RSUs granted July 1, 2018 vesting in 4 equal annual installments beginning July 1, 2019; (d) 519 PRSUs earned upon the vesting of a percentage of the PRSUs granted July 1, 2018 when the Issuer achieved an annual revenue goal, adjusted EBITDA goal, and net new bookings goal during the period of January 1 through December 31, 2018 (161 of the resulting shares were sold to satisfy tax liabilities incurred upon the vesting); (d) 15,000 RSUs granted November 1, 2018 vesting in 4 equal annual installments beginning November 1, 2019; (e) 15,000 RSUs granted November 14, 2018 vest in 4 equal annual installments beginning July 1, 2019; (f) 444 shares of restricted stock granted April 1, 2019 earned from the vesting of RSUs granted in connection with the achievement of performance metrics in 2018, of which 307 shares are held (137 shares were sold to satisfy tax liabilities incurred upon the vesting); (g) 1,043 RSUs granted April 1, 2019 vesting in 4 equal annual installments beginning April 1, 2020. All RSUs granted are subject to continued employment.

	/s/ S. Halle Vakani, Attorney-in-Fact	06/11/2019
	** 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 5 (b)(v).
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