4//SEC Filing
Levin Matthew 4
Accession 0001209191-23-004916
CIK 0001576169other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 7:08 PM ET
Size
20.0 KB
Accession
0001209191-23-004916
Insider Transaction Report
Form 4
Levin Matthew
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2023-01-24−197,855→ 559,245 total - Disposition to Issuer
Performance Restricted Stock Units
2023-01-24−12,512→ 0 totalExp: 2023-04-01→ Common Stock (12,512 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2023-01-24−142,100→ 0 totalExp: 2026-04-01→ Common Stock (142,100 underlying) - Exercise/Conversion
Common Stock
2023-01-24+12,360→ 757,100 total - Disposition to Issuer
Common Stock
2023-01-24−559,245→ 0 total - Exercise/Conversion
Performance Restricted Stock Units
2023-01-24−12,360→ 12,512 totalExp: 2023-04-01→ Common Stock (12,360 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2023-01-24−88,532→ 142,100 totalExp: 2026-04-01→ Common Stock (88,532 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2023-01-24−106,640→ 0 totalExp: 2026-05-04→ Common Stock (106,640 underlying)
Footnotes (4)
- [F1]On January 24, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among the Issuer, Voya Financial, Inc. ("Voya") and Origami Squirrel Acquisition Corp. (the "Merger Sub"), as amended, the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Voya. Pursuant to the Merger Agreement, at the effective time of the Merger each share of the Issuer's common stock was exchanged for the Per Share Common Stock Merger Consideration of $10.50, without interest.
- [F2]On January 24, 2023, the Merger took effect and these equity awards for the Issuer's common stock were exchanged for equity awards of Voya common stock in accordance with the Merger Agreement.
- [F3]Shares earned upon the vesting of a percentage of performance restricted stock units ("PRSUs") granted to the Reporting Person on April 1, 2022. 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, 2022 through December 31, 2022 (the "Performance Period").
- [F4]Represents the portion of PRSUs that were forfeited to the Issuer.
Documents
Issuer
Benefitfocus, Inc.
CIK 0001576169
Entity typeother
Related Parties
1- filerCIK 0001327403
Filing Metadata
- Form type
- 4
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 7:08 PM ET
- Size
- 20.0 KB