4/A//SEC Filing
Napier A Lanham 4/A
Accession 0001209191-20-035430
CIK 0001576169other
Filed
Jun 8, 8:00 PM ET
Accepted
Jun 9, 9:24 PM ET
Size
7.4 KB
Accession
0001209191-20-035430
Insider Transaction Report
Form 4/AAmended
Napier A Lanham
Director
Transactions
- Award
Series A Convertible Preferred Stock
2020-06-04$45.00/sh+1,777,778$80,000,010→ 1,777,778 total(indirect: By LLC)→ Common Stock (5,333,334 underlying)
Footnotes (3)
- [F1]Subject to the Issuer's Certificate of Designations setting forth the terms and provisions of the Issuer's Series A Convertible Preferred Stock (the "Series A"), the Series A is convertible at any time, at the election of the holder thereof, in whole or in part, into the Issuer's common stock at a conversion rate equal to the quotient of dividing (I) the sum of (x) the stated value then in effect with respect to such share, and (y) an amount equal to accumulated and unpaid dividend equal to 8.00% per annum ("Regular Dividends") on such share of the Series A (but only to the extent such accumulated and unpaid Regular Dividends are not included in the stated value referred to in the preceding clause (x)); by (II) $15.00, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
- [F2](continued from prior footnote) As of the date of the event requiring the filing of this Form 4, the 1,777,778 shares of the Series A reported on this Form 4 are convertible into 5,333,334 shares of the Issuer's common stock.
- [F3]The shares of the Series A are held of record by a limited liability company, of which the Reporting Person is the Chief Executive Officer and a member of the board of directors and is the Chief Executive Officer and a member of the board of managers of its investment manager, BuildGroup Management, LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001441652
Filing Metadata
- Form type
- 4/A
- Filed
- Jun 8, 8:00 PM ET
- Accepted
- Jun 9, 9:24 PM ET
- Size
- 7.4 KB