4//SEC Filing
SCHRIER DEREK C 4
Accession 0000921895-22-002169
CIK 0001576169other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 5:40 PM ET
Size
13.2 KB
Accession
0000921895-22-002169
Insider Transaction Report
Form 4
SCHRIER DEREK C
10% Owner
Transactions
- Award
Common Stock
2022-07-01+20,726→ 4,002,310 total(indirect: See Footnotes)
Indaba Capital Management, LLC
10% Owner
Transactions
- Award
Common Stock
2022-07-01+20,726→ 4,002,310 total(indirect: See Footnotes)
Indaba Capital Fund, L.P.
Director
Transactions
- Award
Common Stock
2022-07-01+20,726→ 4,002,310 total(indirect: See Footnotes)
IC GP, LLC
10% Owner
Transactions
- Award
Common Stock
2022-07-01+20,726→ 4,002,310 total(indirect: See Footnotes)
Footnotes (5)
- [F1]On July 1, 2022, Benefitfocus, Inc. (the "Issuer") granted 20,726 restricted stock units ("RSUs") of the Issuer to Alexander Lerner, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Lerner holds these RSUs for the benefit of Indaba Capital Fund, L.P. (the "Fund").
- [F2]Because Mr. Lerner serves on the Board as a representative of the Fund and its affiliates, Mr. Lerner does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. The Fund is entitled to receive all of the economic interest in securities granted to Mr. Lerner by the Issuer in respect of Mr. Lerner's Board position. Mr. Lerner disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Lerner had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates, entities for which he does not have a controlling interest and does not have investment control.
- [F3]The total number of reported RSUs will vest on the earlier of July 1, 2023 or the date of the Issuer's 2023 annual meeting of stockholders, so long as Mr. Lerner remains a director through each such vesting date.
- [F4]Securities held directly by the Fund, or, as discussed in footnote (2), securities for which the Fund has all of the economic interest. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to Indaba Capital Management, L.P. (the "Investment Manager"). As a result, each of the Investment Manager, IC GP, LLC ("IC GP"), as the general partner of Investment Manager, and Derek Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities.
- [F5]Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001250078
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 5:40 PM ET
- Size
- 13.2 KB