Restivo James P 4

Accession 0001209191-19-023555

CIK 0001576169other

View on SEC.gov Company Profile

Filed

Apr 2, 8:00 PM ET

Accepted

Apr 3, 8:29 PM ET

Size

36.0 KB

Accession

0001209191-19-023555

Insider Transaction Report

Form 4

Period: 2019-04-01

Benefitfocus,Inc.BNFT

Restivo James P

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
2019-04-01+17,219→ 82,879 total
Award
Common Stock
2019-04-01+2,034→ 84,913 total
Sale
Common Stock
2019-04-01$47.12/sh−5,079$239,322→ 85,172 total
Sale
Common Stock
2019-04-01$47.80/sh−1,207$57,695→ 83,965 total
Sale
Common Stock
2019-04-01$47.02/sh−1,031$48,478→ 81,605 total
Disposition to Issuer
Performance Restricted Stock Units
2019-04-01−335→ 0 total
Exp: 2019-04-01→ Common Stock (335 underlying)
Award
Common Stock
2019-04-01+5,338→ 90,251 total
Exercise/Conversion
Common Stock
2019-04-01+3,277→ 65,660 total
Sale
Common Stock
2019-04-01$49.04/sh−1,231$60,368→ 82,734 total
Award
Performance Restricted Stock Units
2019-04-01+3,002→ 3,002 total
Exp: 2020-04-01→ Common Stock (3,002 underlying)
Sale
Common Stock
2019-04-01$49.68/sh−98$4,869→ 82,636 total
Exercise/Conversion
Performance Restricted Stock Units
2019-04-01−3,277→ 335 total
Exp: 2019-04-01→ Common Stock (3,277 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2019-04-01−17,219→ 4,564 total
Exp: 2022-04-01→ Common Stock (17,219 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2019-04-01−4,564→ 0 total
Exp: 2022-04-01→ Common Stock (4,564 underlying)
Award
Performance Restricted Stock Units
2019-04-01+16,014→ 16,014 total
Exp: 2023-04-01→ Common Stock (16,014 underlying)

Footnotes (12)

[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 annual revenue goal, an adjusted EBITDA goal, and a net new bookings goal, during the period of January 1, 2018 through December 31, 2018.
[F10]Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
[F11]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.
[F12]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.
[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]The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $46.54 to $47.53. 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 transactions were effected.
[F6]The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $47.54 to $48.50. 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 transactions were effected.
[F7]The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $48.54 to $49.53. 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 transactions were effected.
[F8]The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $49.55 to $49.80. 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 transactions were effected.
[F9]The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. The sale was executed in multiple trades at prices ranging from $46.80 to $47.18. 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 transactions were effected.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Benefitfocus,Inc.

CIK 0001576169

→

Entity typeother

Related Parties

filerCIK 0001427813

Filing Metadata

Form type: 4
Filed: Apr 2, 8:00 PM ET
Accepted: Apr 3, 8:29 PM ET
Size: 36.0 KB

View on SEC.gov