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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Restricted Stock Units | (1) | 03/29/2018 | M | 24,000 | (1) | 12/31/2017 | Common Stock | 24,000 | $ 0 | 16,000 | D | ||||
Performance Restricted Stock Units | (4) | 03/29/2018 | D | 16,000 | (4) | 12/31/2017 | Common Stock | 16,000 | $ 0 | 0 | D | ||||
Performance Restricted Stock Units | (2) | 03/29/2018 | M | 3,336 | (2) | 04/01/2018 | Common Stock | 3,336 | $ 0 | 7,785 | D | ||||
Performance Restricted Stock Units | (4) | 03/29/2018 | D | 7,785 | (4) | 04/01/2018 | Common Stock | 7,785 | $ 0 | 0 | D | ||||
Performance Restricted Stock Units | (4) | 03/29/2018 | D | 50,043 | (4) | 04/01/2021 | Common Stock | 50,043 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jenkins Shawn A 100 BENEFITFOCUS WAY CHARLESTON, SC 29492 |
X |
/s/ S. Halle Vakani, Attorney-in-Fact | 04/02/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on January 11, 2016. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of adjusted EBITA and compounded annual revenue growth rate goals during the period of January 1, 2015 through December 31, 2017. |
(2) | Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on March 31, 2017. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of annual revenue goals and free cash flow goals, all subject to a minimum adjusted EBITDA level, during the period of January 1, 2017 through December 31, 2017. |
(3) | Represents an award of Issuer common stock granted pursuant to the Reporting Person's employment agreement with the Issuer effective January 1, 2018. |
(4) | Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested. |