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*
Gilmore Lou Anne

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

(Street)
CHARLESTON SC 29492

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2019
3. Issuer Name and Ticker or Trading Symbol
Benefitfocus,Inc. [ BNFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CFO
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 35,052 D
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
Performance Restricted Stock Units (1) 04/01/2020 Common Stock 521 (1) D
Performance Restricted Stock Units (2) 04/01/2023 Common Stock 3,131 (2) D
Explanation of Responses:
1. 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 an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2019 through December 31, 2019. 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.
2. 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 net annual recurring revenue bookings growth goals during the period of January 1, 2019 through December 31, 2019, such vesting to occur in four equal annual installments beginning on April 1, 2020, if the performance metrics are met. 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 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.
Remarks:
Ms. Gilmore's non-derivative securities owned beneficially comprise the following securities: (a) 66 restricted stock units ("RSUs") granted May 15, 2018 vesting in 3 equal annual installments beginning May 15, 2019 of which 60 RSUs are held (6 RSUs were sold to satisfy tax liabilities incurred upon vesting); (b) 2,443 performance restricted stock units ("PRSUs") earned upon the vesting of a percentage of PRSUs granted on July 1, 2018 when the Issuer achieved annual recurring revenue bookings percentage growth goals during the period of January 1 through December 31, 2018 (1/4 of the resulting shares are vested, of which 189 were sold to satisfy tax liabilities incurred upon vesting, and the remaining shares will vest in 3 equal annual installments beginning April 1, 2020; (c) 1,030 RSUs granted July 1, 2018 vesting in 4 equal annual installments beginning July 1, 2019; (d) 519 PRSUs earned upon the vesting of a percentage of the PRSUs granted July 1, 2018 when the Issuer achieved an annual revenue goal, adjusted EBITDA goal, and net new bookings goal during the period of January 1 through December 31, 2018 (161 of the resulting shares were sold to satisfy tax liabilities incurred upon the vesting); (d) 15,000 RSUs granted November 1, 2018 vesting in 4 equal annual installments beginning November 1, 2019; (e) 15,000 RSUs granted November 14, 2018 vest in 4 equal annual installments beginning July 1, 2019; (f) 444 shares of restricted stock granted April 1, 2019 earned from the vesting of RSUs granted in connection with the achievement of performance metrics in 2018, of which 307 shares are held (137 shares were sold to satisfy tax liabilities incurred upon the vesting); (g) 1,043 RSUs granted April 1, 2019 vesting in 4 equal annual installments beginning April 1, 2020. All RSUs granted are subject to continued employment.
/s/ S. Halle Vakani, Attorney-in-Fact 06/11/2019
** 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.
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POWER OF ATTORNEY

	Known all by these presents, that the undersigned hereby constitutes and
appoints each of 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 3, 4, 5 and any 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 Schedules
13D and/or Schedules 13G (and any amendments thereto) in accordance with 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 3, 4, 5 and Update Passphrase Acknowledgement
and Schedules 13D and/or Schedules 13G (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 3, 4 and 5 and Schedules 13D
and/or Schedules 13G 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 29th day of April 2019.


/s/ Lou Anne Gilmore
Print Name:  	Lou Anne Gilmore