4//SEC Filing
SCHRIER DEREK C 4
Accession 0000921895-23-000183
CIK 0001576169other
Filed
Jan 23, 7:00 PM ET
Accepted
Jan 24, 4:37 PM ET
Size
17.6 KB
Accession
0000921895-23-000183
Insider Transaction Report
Form 4
Indaba Capital Management, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−17,890$187,845→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−3,963,694$41,618,787→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−20,726$217,623→ 0 total(indirect: See Footnote)
IC GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−3,963,694$41,618,787→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−17,890$187,845→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−20,726$217,623→ 0 total(indirect: See Footnote)
SCHRIER DEREK C
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−17,890$187,845→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−3,963,694$41,618,787→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−20,726$217,623→ 0 total(indirect: See Footnote)
Indaba Capital Fund, L.P.
Director
Transactions
- Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−17,890$187,845→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−3,963,694$41,618,787→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-01-24$10.50/sh−20,726$217,623→ 0 total(indirect: See Footnote)
Footnotes (5)
- [F1]Alexander Lerner served on the Issuer's Board of Directors (the "Board") as a representative of Indaba Capital Fund, L.P. (the "Fund") and its affiliates. Accordingly, 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.
- [F2]Securities held directly by the Fund, or, as discussed in footnote (1), 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.
- [F3]Shares of common stock disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of November 1, 2022, by and among the Company, Voya Financial, Inc. and Origami Squirrel Acquisition Corp (the "Merger Agreement"). Under the terms of the Merger Agreement, holders of the outstanding common stock received $10.50 per share in cash (the "Per Share Common Stock Merger Consideration") at the effective date and time of the merger (the "Effective Time").
- [F4]These restricted stock units (the "RSUs"), which provided for vesting of one third of the total number of reported RSUs on each of the first, second, and third anniversaries of April 4, 2022, were cancelled in the merger in exchange for a cash payment of $187,845, representing the number of shares of Common Stock subject to the RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
- [F5]These RSUs, which provided for vesting of the total number of reported RSUs on the earlier of July 1, 2023 or the date of the Issuer's 2023 annual meeting of stockholders, were cancelled in the merger in exchange for a cash payment of $217,623, representing the number of shares of Common Stock subject to such RSUs immediately prior to the Effective Time multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001250078
Filing Metadata
- Form type
- 4
- Filed
- Jan 23, 7:00 PM ET
- Accepted
- Jan 24, 4:37 PM ET
- Size
- 17.6 KB