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* Zia Raheel (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO. 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/17/2013	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 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) 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)

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
Convertible Series A Preferred Stock	(3)	(3)	Common Stock	14,055,851(2)(3)	(3)	I	See footnotes(1)(2)(3)

Explanation of Responses:

1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 14,055,851 shares of Convertible Series A Preferred Stock (the "Series A Preferred Stock") of Benefitfocus, Inc. (the "Company") through certain limited partnerships (the "Limited Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Limited Partnerships.

3. The Limited Partnerships hold shares of the Series A Preferred Stock. The Company's amended and restated certificate of incorporation provides that each share of the Series A Preferred Stock is convertible into common stock, par value $0.001 per share, of the Company ("Common Stock") at the option of the holder thereof and will automatically convert into Common Stock upon the closing of the Company's initial public offering of its Common Stock. On the closing date of the Company's initial public offering of its Common Stock, all of the shares of Series A Preferred Stock will automatically be converted on a one-for-one basis into shares of Common Stock.

Remarks:

	/s/ Kevin P. Treanor, Attorney-in-fact	09/17/2013
	** 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).
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