SEC Filing | Benefitfocus, Inc.

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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^*

BuildGroup LLC

(Last)

(First)

(Middle)

3500 JEFFERSON ST.

SUITE 303

(Street)

AUSTIN

78731

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2020

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)

	Form filed by One Reporting Person
X	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾⁽²⁾	⁽³⁾	Common Stock	5,333,334⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

BuildGroup LLC

(Last)

(First)

(Middle)

3500 JEFFERSON ST.

SUITE 303

(Street)

AUSTIN

78731

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BuildGroup Management, LLC

(Last)

(First)

(Middle)

3500 JEFFERSON ST.

SUITE 303

(Street)

AUSTIN

78731

(City)

(State)

(Zip)

Explanation of Responses:

1. Subject to the Issuer's Certificate of Designations setting forth the terms and provisions of the Issuer's Series A Convertible Preferred Stock (the "Series A"), the Series A is convertible at any time, at the election of the holder thereof, in whole or in part, into the Issuer's common stock at a conversion rate equal to the quotient of dividing (I) the sum of (x) the stated value then in effect with respect to such share, and (y) an amount equal to accumulated and unpaid dividend equal to 8.00% per annum ("Regular Dividends") on such share of the Series A (but only to the extent such accumulated and unpaid Regular Dividends are not included in the stated value referred to in the preceding clause (x)); by (II) $15.00, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

2. At closing, before payment of any dividends in kind, the 1,777,778 shares of the Series A reported on this Form 3 are convertible into 5,333,334 shares of the Issuer's common stock.

3. The Series A Convertible Preferred Stock has no expiration date.

4. BuildGroup LLC is the record holder of the securities reported herein. BuildGroup Management, LLC is the investment manager of BuildGroup LLC and has voting and investment control with respect to the securities held of record by BuildGroup LLC.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	BuildGroup LLC, By: BuildGroup Management, LLC, its investment manager, By: /s/ Kenneth Herz, Title: General Counsel	06/10/2020
	BuildGroup Management, LLC, By: /s/ Kenneth Herz, Title: General Counsel	06/10/2020
	** 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).
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Exhibit 99.1

Joint Filer Information

Name of Joint Filer:

BuildGroup LLC

Address of Joint Filer:

3500 Jefferson Street, Suite 303

Austin, TX 78731

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

Benefitfocus, Inc. [BNFT]

Date of Event Requiring Statement:

(Month/Day/Year):

06/04/2020

Name of Joint Filer:	BuildGroup Management, LLC
Address of Joint Filer:	3500 Jefferson Street, Suite 303 Austin, TX 78731
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Benefitfocus, Inc. [BNFT]
Date of Event Requiring Statement: (Month/Day/Year):	06/04/2020