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Filing Details

Accession Number:: 0001209191-17-025811
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-04-05 18:08:01
Reporting Period:: 2016-04-01

Filing Date:: 2017-04-05
Accepted Time:: 2017-04-05 18:08:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1576169	BenefitfocusInc.	BNFT	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1427813	P James Restivo	100 Benefitfocus Way Charleston SC 29492	Chief Technology Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2016-04-01	15,000	$0.00	51,401	No	4	A	Direct
Common Stock	Disposition	2017-04-03	2,192	$27.28	49,209	No	4	S	Direct
Common Stock	Disposition	2017-04-03	1	$28.15	49,208	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Restricted Stock Units	$0.00	2017-12-31	8,627	8,627	Direct
Common Stock	Performance Restricted Stock Units	$0.00	2018-04-01	2,822	2,822	Direct
Common Stock	Performance Restricted Stock Units	$0.00	2021-04-01	8,467	8,467	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-12-31	8,627	8,627	Direct
2018-04-01	2,822	2,822	Direct
2021-04-01	8,467	8,467	Direct

Footnotes

Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2017, subject to continued employment.
This sale was executed in multiple trades at prices ranging from $27.15 to $28.00. 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 transaction were effected.
Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSU is presented in the table. PRSUs vest upon the achievement of adjusted EBITDA and compounded annual revenue growth rate goals during the period of January 1, 2015 through December 31, 2017. Vesting of the target level PRSUs will accelerate upon death or disability 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. A percentage of the PRSUs will vest upon the achievement of annual revenue goals and free cash flow goals, all subject to a minimum adjusted EBITDA level, during the period of January 1, 2017 through December 31, 2017. Vesting of the target level PRSUs will accelerate upon death or disability 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 annual recurring revenue bookings percentage growth goals during the period of January 1, 2017 through December 31, 2017, such vesting to occur in four equal annual installments beginning on April 1, 2018, if the performance metrics are met. Vesting of the target level PRSUs will accelerate upon death or disability 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.