0001209191-20-049467.txt : 20200903 0001209191-20-049467.hdr.sgml : 20200903 20200903171916 ACCESSION NUMBER: 0001209191-20-049467 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200824 FILED AS OF DATE: 20200903 DATE AS OF CHANGE: 20200903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wegner Alpana CENTRAL INDEX KEY: 0001822516 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 201159989 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 FORMER COMPANY: FORMER CONFORMED NAME: Benefitfocus,Inc. DATE OF NAME CHANGE: 20130507 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-08-24 0 0001576169 Benefitfocus, Inc. BNFT 0001822516 Wegner Alpana 100 BENEFITFOCUS WAY CHARLESTON SC 29492 0 1 0 0 Chief Financial Officer Common Stock 29273 D Performance Restricted Stock Units 2021-05-01 Common Stock 2447 D 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. See Exhibit 99.1. /s/ S. Halle Vakani, Attorney-in-Fact 2020-09-03 EX-24.3_936127 2 poa.txt POA DOCUMENT PPOWER OF ATTORNEY Known all by these presents, that the undersigned hereby constitutes and appoints each of Paris Cavic, Donald R. Reynolds and S. Halle Vakani, and each of them acting alone, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or more stockholder of Benefitfocus, Inc. (the "Company"), Forms ID, 3, 4, 5 and any Update Passphrase Acknowledgement (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and Schedules 13D and/or Schedules 13G (and any amendments thereto) in accordance with the 1934 Act, and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms ID, 3, 4, 5 and Update Passphrase Acknowledgement and Schedules 13D and/or Schedules 13G (and any amendments thereto) and to file timely such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the 1934 Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 and Schedules 13D and/or Schedules 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22 day of August 2020. /s/ Alpana Wegner Print Name: Alpana Wegner EX-99.1 3 attachment1.htm EX-99.1 DOCUMENT
Ms. Wegner's non-derivative securities owned beneficially comprise the following
securities:

(a) 1,468 restricted stock units ("RSUs") granted October 1, 2017 vesting in 4
equal annual installments beginning October 1, 2018 of which 734 RSUs and 247
shares are held (236 of the resulting shares were sold to satisfy tax
liabilities incurred upon vesting and 251 of the resulting shares were sold in
the open market); (b) 3,744 RSUs granted January 1, 2018 vesting in 4 equal
annual installments beginning January 1, 2019 of which 1,872 RSUs are held
(1,296 of the resulting shares were sold to satisfy tax liabilities incurred
upon vesting and 576 of the resulting shares were sold in the open market); (c)
403 RSUs granted March 15, 2018 vested in full on April 1, 2018 of which 179 of
the resulting shares were sold to satisfy tax liabilities and 224 of the
resulting shares were sold in the open market; (d) 4,044 performance restricted
stock units ("PRSUs") granted April 1, 2018 vesting in 4 equal annual
installment beginning on April 1, 2019 upon the achievement of annual recurring
revenue bookings percentage growth goals during the period of January 1, 2018
through December 31, 2018 of which 2,022 PRSUs and 942 shares are held (757 of
the resulting shares were sold to satisfy tax liabilities incurred upon vesting
and 323 of the resulting shares were sold in the open market); (e) 1,681 RSUs
granted April 1, 2018 vesting in 4 equal annual installments beginning April 1,
2019 of which 840 RSUs and 544 shares are held (297 of the resulting shares were
sold to satisfy tax liabilities incurred upon vesting); (f) 290 RSUs granted
February 1, 2019 vesting in 4 equal annual installments beginning February 1,
2020 of which 217 RSUs are held (28 of the resulting shares were sold to satisfy
tax liabilities incurred upon vesting and 45 of the resulting shares were sold
in open market); (g) 769 PRSUs were earned on April 1, 2019 upon the vesting of
a percentage of PRSUs granted April 1, 2018 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 of which 524
shares are held (245 of the resulting shares were sold to satisfy tax
liabilities incurred upon the vesting); (h) 479 RSUs were earned on April 1,
2019 of which 314 shares are held (165 of the resulting shares were sold to
satisfy tax liabilities incurred upon vesting); (i) 950 RSUs were granted on
April 1, 2019 vesting in 4 equal annual installments beginning April 1, 2020 of
which 712 RSUs and 146 shares are held (92 of the resulting shares were sold to
satisfy tax liabilities incurred upon vesting); (j) 4,331 RSUs were granted on
November 1, 2019 vesting in 4 equal annual installments beginning November 1,
2020; (k) 4,726 RSUs were granted on January 1, 2020 vesting in 4 equal annual
installments beginning January 1, 2021; (l) 143 PRSUs were earned on April 1,
2020 upon the vesting of a percentage of PRSUs granted April 1, 2019 upon the
Issuer's achievement of an annual revenue goal and an adjusted EBITDA goal,
during the period of January 1, 2019 through December 31, 2019 of which 88
shares are held (55 of the resulting shares were sold to satisfy tax liabilities
incurred upon the vesting); and (m) 11,014 RSUs were granted on May 1, 2020
vesting in 3 equal annual installments beginning on May 1, 2021.  All RSUs
granted are subject to continued employment.