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*
Levin Matthew

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

(Street)
CHARLESTON SC 29492

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2021
3. Issuer Name and Ticker or Trading Symbol
Benefitfocus, Inc. [ BNFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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 334,138(1) 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 (2) 05/04/2022 Common Stock 19,550 (2) D
Performance Restricted Stock Units (3) 05/04/2025 Common Stock 127,968 (3) D
Performance Restricted Stock Units (4) 05/04/2026 Common Stock 106,640 (4) D
Explanation of Responses:
1. The Reporting Person's non-derivative securities owned beneficially comprise the following securities: (a) 85,312 restricted stock units ("RSUs") granted on May 4, 2021 vesting in four equal annual installments beginning May 10, 2022; and (b) 248,826 RSUs granted on May 4, 2021 vesting in four equal annual installments beginning May 10, 2022. The RSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.
2. Each performance restricted stock unit ("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. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
3. 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 1/4 on May 10, 2022, and then 1/4 on each of April 1, 2023, 2024, and 2025, if the performance metrics are met. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
4. 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 the Issuer's closing stock price being at least $23.00 for a period of twenty (20) consecutive trading days (the "Performance Event"), during the period of May 10, 2023 through May 10, 2026. If the Performance Event occurs on or before May 10, 2024 then the PRSUs will vest on May 10, 2024, subject to the Reporting Person's continued employment. If the Performance Event occurs after May 10, 2024 but on or prior to May 10, 2026 then the PRSUs will vest upon the occurrence of the Performance Event, subject to the Reporting Person's continued employment. The PRSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.
Remarks:
/s/ S. Halle Vakani, Attorney-in-Fact 05/11/2021
** 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 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 Alpana Wegner, 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 11th day May 2021.


/s/ Matthew Levin
Print Name:  Matthew Levin