Holland Mason R Jr 4

Accession 0001209191-21-025263

CIK 0001576169other

View on SEC.gov Company Profile

Filed

Apr 4, 8:00 PM ET

Accepted

Apr 5, 5:20 PM ET

Size

25.4 KB

Accession

0001209191-21-025263

Insider Transaction Report

Form 4

Period: 2021-04-01

Benefitfocus, Inc.BNFT

Holland Mason R Jr

DirectorExecutive Chairman of the Bd.10% Owner

Transactions

Award
Performance Restricted Stock Units
2021-04-01+12,118→ 12,118 total
Exp: 2022-04-01→ Common Stock (12,118 underlying)
Award
Performance Restricted Stock Units
2021-04-01+13,632→ 13,632 total
Exp: 2025-04-01→ Common Stock (13,632 underlying)
Exercise/Conversion
Common Stock
2021-04-01+14,654→ 87,535 total
Exercise/Conversion
Common Stock
2021-04-01+10,989→ 98,524 total
Award
Common Stock
2021-04-01+9,088→ 107,612 total
Exercise/Conversion
Performance Restricted Stock Units
2021-04-01+14,654→ 1,629 total
Exp: 2021-05-01→ Common Stock (14,654 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2021-04-01−1,629→ 0 total
Exp: 2021-05-01→ Common Stock (1,629 underlying)
Exercise/Conversion
Performance Restricted Stock Units
2021-04-01+10,989→ 7,329 total
Exp: 2023-05-01→ Common Stock (10,989 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2021-04-01−7,329→ 0 total
Exp: 2023-05-01→ Common Stock (7,329 underlying)

Holdings

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

Footnotes (7)

[F1]Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on May 1, 2020. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2020 through December 31, 2020.
[F2]Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on May 1, 2020. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of software service revenue and adjusted EBITDA goals, during the period of January 1, 2020 through December 31, 2020. The shares will vest in three equal annual installments beginning on May 1, 2021.
[F3]Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2022, subject to continued employment.
[F4]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.
[F5]Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
[F6]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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2021 through December 31, 2021. 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.
[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. The PRSUs will vest upon the achievement of a Rule of 40 goal and an annual recurring revenue subscription bookings growth goal, during the period of January 1, 2021 through December 31, 2021, such vesting to occur in four equal annual installments beginning on April 1, 2022, if the performance metrics are met. Vesting of 25% of 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 4, 8:00 PM ET
Accepted: Apr 5, 5:20 PM ET
Size: 25.4 KB

View on SEC.gov