0001209191-20-027327.txt : 20200505
0001209191-20-027327.hdr.sgml : 20200505
20200505193237
ACCESSION NUMBER: 0001209191-20-027327
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200501
FILED AS OF DATE: 20200505
DATE AS OF CHANGE: 20200505
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: 20850676
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
2020-05-01
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
2020-05-01
4
A
0
12212
0.00
A
72881
D
Common Stock
2649099
I
By Holland Family Trust
Common Stock
5
I
As custodian for minor son
Performance Restricted Stock Units
2020-05-01
4
A
0
16283
0.00
A
2021-05-01
Common Stock
16283
16283
D
Performance Restricted Stock Units
2020-05-01
4
A
0
18318
0.00
A
2023-05-01
Common Stock
18318
18318
D
Represents restricted stock units which vest in three equal annual installments beginning on May 1, 2021, 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.
Each performance restricted stock unit ("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, 2020 through December 31, 2020. 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 software service revenue and adjusted EBITDA goals during the period of January 1, 2020 through December 31, 2020, such vesting to occur in three equal annual installments beginning on May 1, 2021, 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
2020-05-05