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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
08/24/2020
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3. Issuer Name and Ticker or Trading Symbol
Benefitfocus, Inc.
[ BNFT ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Chief Financial Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
29,273 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Performance Restricted Stock Units |
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05/01/2021 |
Common Stock |
2,447 |
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D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ S. Halle Vakani, Attorney-in-Fact |
09/03/2020 |
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** 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. |
PPOWER 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 ID, 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 Forms ID, 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 ID, 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 22 day of August 2020.
/s/ Alpana Wegner
Print Name: Alpana Wegner
Ms. Wegner's non-derivative securities owned beneficially comprise the following
securities:
(a) 1,468 restricted stock units ("RSUs") granted October 1, 2017 vesting in 4
equal annual installments beginning October 1, 2018 of which 734 RSUs and 247
shares are held (236 of the resulting shares were sold to satisfy tax
liabilities incurred upon vesting and 251 of the resulting shares were sold in
the open market); (b) 3,744 RSUs granted January 1, 2018 vesting in 4 equal
annual installments beginning January 1, 2019 of which 1,872 RSUs are held
(1,296 of the resulting shares were sold to satisfy tax liabilities incurred
upon vesting and 576 of the resulting shares were sold in the open market); (c)
403 RSUs granted March 15, 2018 vested in full on April 1, 2018 of which 179 of
the resulting shares were sold to satisfy tax liabilities and 224 of the
resulting shares were sold in the open market; (d) 4,044 performance restricted
stock units ("PRSUs") granted April 1, 2018 vesting in 4 equal annual
installment beginning on April 1, 2019 upon the achievement of annual recurring
revenue bookings percentage growth goals during the period of January 1, 2018
through December 31, 2018 of which 2,022 PRSUs and 942 shares are held (757 of
the resulting shares were sold to satisfy tax liabilities incurred upon vesting
and 323 of the resulting shares were sold in the open market); (e) 1,681 RSUs
granted April 1, 2018 vesting in 4 equal annual installments beginning April 1,
2019 of which 840 RSUs and 544 shares are held (297 of the resulting shares were
sold to satisfy tax liabilities incurred upon vesting); (f) 290 RSUs granted
February 1, 2019 vesting in 4 equal annual installments beginning February 1,
2020 of which 217 RSUs are held (28 of the resulting shares were sold to satisfy
tax liabilities incurred upon vesting and 45 of the resulting shares were sold
in open market); (g) 769 PRSUs were earned on April 1, 2019 upon the vesting of
a percentage of PRSUs granted April 1, 2018 upon the Issuer's achievement of
annual revenue goal, an adjusted EBITDA goal, and a net new bookings goal,
during the period of January 1, 2018 through December 31, 2018 of which 524
shares are held (245 of the resulting shares were sold to satisfy tax
liabilities incurred upon the vesting); (h) 479 RSUs were earned on April 1,
2019 of which 314 shares are held (165 of the resulting shares were sold to
satisfy tax liabilities incurred upon vesting); (i) 950 RSUs were granted on
April 1, 2019 vesting in 4 equal annual installments beginning April 1, 2020 of
which 712 RSUs and 146 shares are held (92 of the resulting shares were sold to
satisfy tax liabilities incurred upon vesting); (j) 4,331 RSUs were granted on
November 1, 2019 vesting in 4 equal annual installments beginning November 1,
2020; (k) 4,726 RSUs were granted on January 1, 2020 vesting in 4 equal annual
installments beginning January 1, 2021; (l) 143 PRSUs were earned on April 1,
2020 upon the vesting of a percentage of PRSUs granted April 1, 2019 upon the
Issuer's achievement of an annual revenue goal and an adjusted EBITDA goal,
during the period of January 1, 2019 through December 31, 2019 of which 88
shares are held (55 of the resulting shares were sold to satisfy tax liabilities
incurred upon the vesting); and (m) 11,014 RSUs were granted on May 1, 2020
vesting in 3 equal annual installments beginning on May 1, 2021. All RSUs
granted are subject to continued employment.
