SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol Benefitfocus, Inc. [ BNFT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Executive Chairman of the Bd.
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2021		M		14,654(1)	A	$0.00	87,535	D
Common Stock	04/01/2021		M		10,989(2)	A	$0.00	98,524	D
Common Stock	04/01/2021		A		9,088(3)	A	$0.00	107,612	D
Common Stock								2,649,099	I	By Holland Family Trust(4)
Common Stock								5	I	As custodian for minor son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(1)	04/01/2021		M		14,654		(1)	05/01/2021	Common Stock	14,654	$0.00	1,629	D
Performance Restricted Stock Units	(5)	04/01/2021		D			1,629	(5)	05/01/2021	Common Stock	1,629	$0.00	0	D
Performance Restricted Stock Units	(2)	04/01/2021		M		10,989		(2)	05/01/2023	Common Stock	10,989	$0.00	7,329	D
Performance Restricted Stock Units	(5)	04/01/2021		D			7,329	(5)	05/01/2023	Common Stock	7,329	$0.00	0	D
Performance Restricted Stock Units	(6)	04/01/2021		A		12,118		(6)	04/01/2022	Common Stock	12,118	$0.00	12,118	D
Performance Restricted Stock Units	(7)	04/01/2021		A		13,632		(7)	04/01/2025	Common Stock	13,632	$0.00	13,632	D

Explanation of Responses:

1. Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on May 1, 2020. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2020 through December 31, 2020.

2. Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on May 1, 2020. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of software service revenue and adjusted EBITDA goals, during the period of January 1, 2020 through December 31, 2020. The shares will vest in three equal annual installments beginning on May 1, 2021.

3. Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2022, subject to continued employment.

4. 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.

5. Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.

6. 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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2021 through December 31, 2021. 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.

7. 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 a Rule of 40 goal and an annual recurring revenue subscription bookings growth goal, during the period of January 1, 2021 through December 31, 2021, such vesting to occur in four equal annual installments beginning on April 1, 2022, if the performance metrics are met. Vesting of 25% of 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:

	/s/ S. Halle Vakani, Attorney-in-Fact	04/05/2021
	** 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 4 (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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