SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
|(State of incorporation or organization)||(I.R.S. Employer Identification Number)|
|100 Benefitfocus Way, Charleston, South Carolina 29492|
|(Address of principal executive offices)||(Zip code)|
Securities to be registered pursuant to Section 12(b) of the Act:
|Name of each exchange|
|Title of each class||on which each class is|
|to be so registered||to be registered|
|Common Stock, $0.001 par value per share||The NASDAQ Stock Market LLC|
If this form relates to the registration of a class of securities pursuant to section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-190610 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
Item 1. Description of Registrants Securities to be Registered.
Benefitfocus, Inc. (the Registrant) hereby incorporates by reference the description of its Common Stock, par value $0.001 per share, to be registered hereunder contained in the section entitled Description of Capital Stock in the prospectus included in the Registrants Registration Statement on Form S-1 (File No. 333-190610), as amended (the Registration Statement), initially filed publicly with the Securities and Exchange Commission on August 14, 2013, and in any form of prospectus included in the Registration Statement subsequently filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are listed on The NASDAQ Stock Exchange LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|Date: September 4, 2013||By: /s/ Milton A. Alpern|
|Name: Milton A. Alpern|
|Title: Chief Financial Officer|