Holland Mason R Jr 4

Accession 0001209191-19-023552

CIK 0001576169other

View on SEC.gov Company Profile

Filed

Apr 2, 8:00 PM ET

Accepted

Apr 3, 8:29 PM ET

Size

27.1 KB

Accession

0001209191-19-023552

Insider Transaction Report

Form 4

Period: 2019-04-01

Benefitfocus,Inc.BNFT

Holland Mason R Jr

DirectorExecutive Chairman of the Bd.10% Owner

Transactions

Disposition to Issuer
Performance Restricted Stock Units
2019-04-01−577→ 0 total
Exp: 2019-04-01→ Common Stock (577 underlying)
Exercise/Conversion
Common Stock
2019-04-01+5,641→ 43,929 total
Disposition to Issuer
Performance Restricted Stock Units
2019-04-01−2,620→ 0 total
Exp: 2022-04-01→ Common Stock (2,620 underlying)
Exercise/Conversion
Common Stock
2019-04-01+9,878→ 53,807 total
Award
Common Stock
2019-04-01+3,501→ 57,308 total
Award
Common Stock
2019-04-01+2,318→ 59,626 total
Exercise/Conversion
Performance Restricted Stock Units
2019-04-01−5,641→ 577 total
Exp: 2019-04-01→ Common Stock (5,641 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2019-04-01−9,878→ 2,620 total
Exp: 2022-04-01→ Common Stock (9,878 underlying)
Award
Performance Restricted Stock Units
2019-04-01+3,478→ 3,478 total
Exp: 2020-04-01→ Common Stock (3,478 underlying)
Award
Performance Restricted Stock Units
2019-04-01+6,956→ 6,956 total
Exp: 2023-04-01→ Common Stock (6,956 underlying)

Holdings

Common Stock
(indirect: As custodian for minor son)
5
Common Stock
(indirect: By Trust)
2,649,099

Footnotes (8)

[F1]Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on March 29, 2018. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of an annual revenue goal, an adjusted EBITDA goal, and a net new bookings goal, during the period of January 1, 2018 through December 31, 2018.
[F2]Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on March 29, 2018. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of annual recurring revenue bookings percentage growth goals during the period of January 1, 2018 through December 31, 2018. One-fourth of the shares are vested, with the remaining shares to vest in three equal annual installments beginning on April 1, 2020.
[F3]Represents common stock of the Issuer resulting from the vesting of restricted stock units granted in connection with the achievement of performance metrics in 2018.
[F4]Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2020, subject to continued employment.
[F5]These shares are held in a living trust for the benefit of the Reporting Person and his spouse. The Reporting Person shares voting and investment control over these shares.
[F6]Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
[F7]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 an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2019 through December 31, 2019. 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.
[F8]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 net annual recurring revenue bookings growth goals during the period of January 1, 2019 through December 31, 2019, such vesting to occur in four equal annual installments beginning on April 1, 2020, if the performance metrics are met. 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 will also accelerate as to the next tranche of vesting units in the event of death or disability after the performance period. 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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Benefitfocus,Inc.

CIK 0001576169

→

Entity typeother

Related Parties

filerCIK 0001586540

Filing Metadata

Form type: 4
Filed: Apr 2, 8:00 PM ET
Accepted: Apr 3, 8:29 PM ET
Size: 27.1 KB

View on SEC.gov