Wegner Alpana 4

Accession 0001209191-22-062490

CIK 0001576169other

View on SEC.gov Company Profile

Filed

Dec 21, 7:00 PM ET

Accepted

Dec 22, 5:47 PM ET

Size

25.0 KB

Accession

0001209191-22-062490

Insider Transaction Report

Form 4

Period: 2022-12-20

Benefitfocus, Inc.BNFT

Wegner Alpana

Chief Financial Officer

Transactions

Other
Common Stock
2022-12-20+238,720→ 460,945 total
Tax Payment
Common Stock
2022-12-20$10.45/sh−109,860$1,148,037→ 351,085 total
Expiration (Short)
Common Stock
2022-12-20−49,033→ 302,052 total
Other
Common Stock
2022-12-20+67,303→ 369,355 total
Tax Payment
Common Stock
2022-12-20$10.45/sh−30,980$323,741→ 338,375 total
Expiration (Short)
Common Stock
2022-12-20−238,720→ 222,225 total
Expiration (Short)
Performance Restricted Stock Units
2022-12-20−8,900→ 3,818 total
Exp: 2023-04-01→ Common Stock (8,900 underlying)
Expiration (Short)
Performance Restricted Stock Units
2022-12-20−9,370→ 86,019 total
Exp: 2026-04-01→ Common Stock (9,370 underlying)

Footnotes (7)

[F1]Represents restricted stock units (the "Retention RSUs") granted to the Reporting Person in connection with the execution of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among Benefitfocus, Inc. (the "Issuer"), Voya Financial, Inc. and Origami Squirrel Acquisition Corp. ("Merger Sub"), as amended. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. The Retention RSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code").
[F2]Represents restricted stock granted to the Reporting Person in replacement of the Retention RSUs described above. The restricted stock will vest (i) 50% upon the closing of the Merger and (ii) 50% upon the six-month anniversary of the closing of the Merger (the "Final Vesting Date"), subject to the Reporting Person's continuous service. Vesting of the restricted stock may accelerate in certain circumstances, including if the Reporting Person is terminated without Cause or for Good Reason (in each case as defined in Reporting Person's employment agreement) on or after the closing of the Merger and prior to the Final Vesting Date.
[F3]Shares relinquished to pay withholding taxes payable in connection with an election made by the Reporting Person pursuant to Section 83(b) of the Code with respect to the grants of restricted stock.
[F4]See Exhibit 99.1.
[F5]These performance restricted stock units (the "PRSUs") were granted on April 1, 2022. The maximum number of PRSUs is presented in the table. Each PRSU represents a contingent right to receive one share of Issuer common stock. 8,900 of the PRSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Code. A percentage of the remaining 3,818 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, 2022 through December 31, 2022 (the "Performance Period"). 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 a change in control of the Issuer is consummated during the Performance Period.
[F6]These PRSUs were granted on April 1, 2022. The maximum number of PRSUs is presented in the table. Each PRSU represents a contingent right to receive one share of Issuer common stock. 9,370 of the PRSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Code. The remaining 86,019 PRSUs will vest upon the achievement of an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the Performance Period, such vesting to occur in four equal annual installments beginning on April 1, 2023 (with the first annual installment taking into account the PRSUs that were cancelled and granted as restricted stock), if the performance metrics are met.
[F7]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 a change in control of the Issuer is consummated during the Performance Period.

Documents

2 files

Issuer

Benefitfocus, Inc.

CIK 0001576169

→

Entity typeother

Related Parties

filerCIK 0001822516

Filing Metadata

Form type: 4
Filed: Dec 21, 7:00 PM ET
Accepted: Dec 22, 5:47 PM ET
Size: 25.0 KB

View on SEC.gov