4//SEC Filing
Levin Matthew 4
Accession 0001209191-22-028611
CIK 0001576169other
Filed
May 11, 8:00 PM ET
Accepted
May 12, 5:47 PM ET
Size
24.5 KB
Accession
0001209191-22-028611
Insider Transaction Report
Form 4
Levin Matthew
DirectorPresident and CEO
Transactions
- Sale
Common Stock
2022-05-10$8.59/sh−37,154$319,064→ 511,336 total - Exercise/Conversion
Performance Restricted Stock Units
2022-05-10−19,550→ 0 totalExp: 2022-05-04→ Common Stock (19,550 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2022-05-10−86,921→ 0 totalExp: 2025-05-04→ Common Stock (86,921 underlying) - Exercise/Conversion
Common Stock
2022-05-10+19,550→ 507,443 total - Exercise/Conversion
Common Stock
2022-05-10+41,047→ 548,490 total - Sale
Common Stock
2022-05-11$7.99/sh−14,800$118,256→ 496,536 total - Exercise/Conversion
Performance Restricted Stock Units
2022-05-10−41,047→ 86,921 totalExp: 2025-05-04→ Common Stock (41,047 underlying)
Holdings
- 230,632
Performance Restricted Stock Units
Exp: 2026-04-01→ Common Stock (230,632 underlying) - 24,872
Performance Restricted Stock Units
Exp: 2023-04-01→ Common Stock (24,872 underlying) - 106,640
Performance Restricted Stock Units
Exp: 2026-05-04→ Common Stock (106,640 underlying)
Footnotes (9)
- [F1]Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on May 4, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's 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.
- [F2]Shares earned upon the attainment of a percentage of the PRSUs granted to the Reporting Person on May 4, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's 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. One-fourth of the shares are vested, with the remaining shares to vest in three equal annual installments beginning on April 1, 2023.
- [F3]This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 10, 2021 to satisfy the Reporting Person's tax withholding obligation upon scheduled vesting of restricted stock units and PRSUs granted on May 4, 2021.
- [F4]This transaction was executed in multiple trades at prices ranging from $8.23 to $9.02. 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.
- [F5]This transaction was executed in multiple trades at prices ranging from $7.70 to $8.48. 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]Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that were earned.
- [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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2022 through December 31, 2022. 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 an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the period of January 1, 2022 through December 31, 2022, such vesting to occur in four equal annual installments beginning on April 1, 2023, 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.
- [F9]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 the Issuer's closing stock price being at least $23.00 for a period of twenty (20) consecutive trading days (the "Performance Event"), during the period of May 10, 2023 through May 10, 2026. If the Performance Event occurs on or before May 10, 2024 then the PRSUs will vest on May 10, 2024, subject to the Reporting Person's continued employment. If the Performance Event occurs after May 10, 2024 but on or prior to May 10, 2026 then the PRSUs will vest upon the occurrence of the Performance Event, subject to the Reporting Person's continued employment. The PRSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001327403
Filing Metadata
- Form type
- 4
- Filed
- May 11, 8:00 PM ET
- Accepted
- May 12, 5:47 PM ET
- Size
- 24.5 KB