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Filing Details

Accession Number:: 0000769993-18-000371
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-29 17:19:54
Reporting Period:: 2018-05-24

Accepted Time:: 2018-05-29 17:19:54
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co. Llc	200 West Street New York NY 10282	No	No	No	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	No	No
1232073	Goldman, Sachs Management Gp Gmbh	200 West Street New York NY 10282	No	No	No	No
1386557	Gs Capital Partners Vi Gmbh & Co Kg	200 West Street New York NY 10282	No	No	No	No
1386577	Gs Capital Partners Vi Parallel Lp	200 West Street New York NY 10282	No	No	No	No
1394278	Gscp Vi Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1394285	Gs Capital Partners Vi Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1394286	Gscp Vi Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1394287	Gs Capital Partners Vi Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1394288	Gs Advisors Vi, L.l.c.	200 West Street New York NY 10282	No	No	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	Explanation
Common Stock	Disposition	2018-05-24	2,500,000	$33.03	3,774,735	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Fund, L.P. ("GS Cap Partners VI"), GS Capital Partners VI GmbH & CO. KG ("GS Germany" and, together with GS Parallel, GS Offshore and GS Cap Partners VI, the "Limited Partnerships"), GS Advisors VI, L.L.C. ("GS Advisors VI"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors") and GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors" and, together with GS Group, Goldman Sachs, the Limited Partnerships, GS Advisors VI, GS GmbH and GSCP VI Advisors, the "Reporting Persons").
Pursuant to an underwriting agreement, dated May 21, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus, Inc., pursuant to the final prospectus dated May 21, 2018, which offering was consummated on May 24, 2018 (the "Offering"), the Limited Partnerships sold an aggregate of 2,500,000 shares of Common Stock, with (i) GS Parallel selling 320,899 shares of Common Stock, (ii) GS Offshore selling 970,650 shares of Common Stock, (iii) GS Cap Partners VI selling 1,166,977 shares of Common Stock, and (iv) GS Germany selling 41,474 shares of Common Stock.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the 3,742,946 shares of Common Stock beneficially owned directly by the Limited Partnerships because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Limited Partnerships. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 31,789 shares of Common Stock and Goldman Sachs also had open short positions of 449 shares of Common Stock, reflecting changes due to exempt transactions.
GS Parallel beneficially owns directly 480,442 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Parallel's general partner, GS Advisors VI. GS Offshore beneficially owns directly 1,453,237 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Offshore's general partner, GSCP VI Offshore Advisors. GS Cap Partners VI beneficially owns directly 1,747,172 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Cap Partners VI's general partner, GSCP VI Advisors. GS Germany beneficially owns directly 62,095 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Germany's general partner, GS GmbH.
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.