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* Indaba Capital Management, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2022	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)
Common Stock	3,521,511	I	See Footnotes(1)(2)

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

1. Name and Address of Reporting Person* Indaba Capital Management, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* IC GP, LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D, SUITE DM700 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* SCHRIER DEREK C (Last) (First) (Middle) C/O INDABA CAPITAL MANAGEMENT, L.P. ONE LETTERMAN DR., BLDING D, SUITE DM700 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. The Fund specifically disclaims beneficial ownership of such securities by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager.

	Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	03/23/2022
	IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	03/23/2022
	/s/ Derek C. Schrier	03/23/2022
	** 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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