4//SEC Filing
Swad Stephen M 4
Accession 0001209191-21-056788
CIK 0001576169other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 9:37 PM ET
Size
15.2 KB
Accession
0001209191-21-056788
Insider Transaction Report
Form 4
Swad Stephen M
Director
Transactions
- Disposition to Issuer
Performance Restricted Stock Units
2021-09-02−104,118→ 34,705 totalExp: 2025-04-01→ Common Stock (104,118 underlying) - Disposition to Issuer
Common Stock
2021-09-02−69,412→ 330,474 total - Gift
Common Stock
2021-09-17−137,539→ 192,935 total - Gift
Common Stock
2021-09-17+137,539→ 170,879 total(indirect: By Trust) - Disposition to Issuer
Performance Restricted Stock Units
2021-09-02−4,207→ 12,620 totalExp: 2022-04-01→ Common Stock (4,207 underlying)
Footnotes (5)
- [F1]Represents the partial forfeiture of restricted stock units ("RSUs") pursuant to the terms of the reporting person's Second Amendment to Employment Agreement dated May 3, 2021. The RSUs were granted to the reporting person on April 1, 2021 and the remaining RSUs from that grant are eligible to vest in four equal annual installments beginning on April 1, 2022, subject to continued employment and acceleration in certain circumstances.
- [F2]On September 17, 2021, the reporting person transferred 137,539 shares of the Issuer's common stock to the Stephen M. Swad Revocable Living Trust, of which the reporting person and his wife are trustees and beneficiaries. The reporting person shares voting and investment control over these shares.
- [F3]Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. The maximum number of remaining 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 of remaining 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 level of remaining PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
- [F4]Represents the partial forfeiture of certain PRSUs pursuant to the terms of the reporting person's Second Amendment to Employment Agreement dated May 3, 2021. The PRSUs were originally granted to the reporting person on April 1, 2021.
- [F5]Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of remaining 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 the target level of remaining 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 level of remaining PRSUs may also accelerate in certain additional circumstances, including if there is a change in control of the Issuer during the performance period.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001397915
Filing Metadata
- Form type
- 4
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 9:37 PM ET
- Size
- 15.2 KB