SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Holland Mason R Jr

(Last) (First) (Middle)
100 BENEFITFOCUS WAY

(Street)
CHARLESTON SC 29492

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2013
3. Issuer Name and Ticker or Trading Symbol
Benefitfocus,Inc. [ BNFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman of the Bd.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,451,921 I By Holland Family Trust(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 02/20/2017 Common Stock 423,729 7.09 D
Explanation of Responses:
1. 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.
2. This option is fully vested.
Remarks:
/s/ Donald R. Reynolds, Attorney-in-Fact 09/17/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

	POWER OF ATTORNEY

	Known all by these presents, that the undersigned hereby constitutes and
appoints each of Milton A. Alpern, Paris Cavic, Donald R. Reynolds and S. Halle
Vakani, and each of them acting alone, signing singly, the undersigned's true
and lawful attorney-in-fact to:  (1) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer, director and/or 10% or
more stockholder of Benefitfocus, Inc. (the "Company"), Forms ID, 3, 4, 5 and
Update Passphrase Acknowledgement (and any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and the rules promulgated thereunder; (2) do and perform any and all acts
for and on behalf of the undersigned which may be necessary or desirable to
complete and execute any such Form ID, 3, 4, 5 and Update Passphrase
Acknowledgement (and any amendments thereto) and to file timely such form with
the United States Securities and Exchange Commission and any stock exchange or
similar authority; and (3) take any other action of any type whatsoever in
connection with the foregoing which in the opinion of such attorney-in-fact may
be of benefit to, in the best interest of, or legally required by, the
undersigned, it being
 understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the 1934 Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of September 2013.


									
/s/ Mason R. Holland, Jr.		
Mason R. Holland, Jr.