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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* OAK INVESTMENT PARTNERS XII L P (Last) (First) (Middle) 901 MAIN AVENUE, SUITE 600 (Street) NORWALK CT 06851 (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) Director X 10% Owner Officer (give title below) Other (specify below)	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)

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
Series B Preferred Stock(1)	(1)	(1)	Common Stock	2,441,009(1)	(1)	D(2)

Explanation of Responses:

1. The shares of Series B Preferred Stock have no expiration date and automatically convert into shares of the Issuer's Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

2. Represents securities directly owned by the Reporting Person. Oak Associates XII, LLC, as the general partner of the Reporting Person, may be deemed to beneficially own these securities. Each of Oak Investment Partners XII, LP and Oak Associates XII, LLC disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of its pecuniary interest therein), and this report shall not be deemed an admission that the Reporting Person or Oak Associates XII, LLC is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

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 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.

OAK INVESTMENT PARTNERS XII, LP

By:  Oak Associates XII, LLC, its General Partner

By:  /s/ Ann H. Lamont
Name:  Ann H. Lamont
Title:  Managing Member