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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 | ||||||||
Stock Option (Right to Buy) | $ 3.09 | 04/01/2015 | M(1) | 13,500 | (6) | 03/31/2017 | Common Stock | 13,500 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 3.8 | (6) | 06/30/2019 | Common Stock | 33,482 | 33,482 | D | ||||||||
Stock Option (Right to Buy) | $ 5.38 | (7) | 06/30/2020 | Common Stock | 19,644 | 19,644 | D | ||||||||
Stock Option (Right to Buy) | $ 10.3 | (8) | 10/01/2022 | Common Stock | 7,000 | 7,000 | D | ||||||||
Stock Option (Right to Buy) | $ 13.53 | (9) | 05/07/2023 | Common Stock | 5,000 | 5,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Taylor Donald R Jr 100 BENEFITFOCUS WAY CHARLESTON, SC 29492 |
Chief Technology Officer |
/s/ Donald R. Reynolds, Attorney-in-Fact | 04/02/2015 | |
**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) | This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 13, 2014 and amended on November 24, 2014. |
(2) | This transaction was executed in multiple trades at prices ranging from $34.65 to $35.60. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. |
(3) | This transaction was executed in multiple trades at prices ranging from $35.65 to $36.41. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. |
(4) | Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2016, subject to continued employment. |
(5) | Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock units granted April 1, 2014. |
(6) | This option is fully vested. |
(7) | This option was granted on July 1, 2010 and vested over a four-year period with one-fourth (1/4) of the option granted vesting on July 1, 2011, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months. |
(8) | This option was granted on October 1, 2012 and vests over a four-year period with one-fourth (1/4) of the option granted vesting on October 1, 2013, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months. |
(9) | This option was granted on May 8, 2013 and vests over a four-year period with one-fourth (1/4) of the option granted vesting on May 8, 2014, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months. |