Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
BENEFITFOCUS,INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
2013

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

100 BENEFITFOCUS WAY
CHARLESTON, SC 29492
Phone Number: subscription required

Item 3. Related Persons

Name
SHAWN A. JENKINS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
PRESIDENT AND CHIEF EXECUTIVE OFFICER, DIRECTOR

Item 3. Related Persons

Name
MASON R. HOLLAND, JR.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
EXECUTIVE CHAIRMAN, DIRECTOR

Item 3. Related Persons

Name
MILTON A. ALPERN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF FINANCIAL OFFICER AND SECRETARY

Item 3. Related Persons

Name
ANDREW L. HOWELL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF COMMERCIAL OFFICER

Item 3. Related Persons

Name
RAYMOND A. AUGUST
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF OPERATING OFFICER

Item 3. Related Persons

Name
DONALD R. TAYLOR, JR.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF TECHNOLOGY OFFICER

Item 3. Related Persons

Name
STEPHEN M. SWAD
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
FRANCIS J. PELZER, V
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ANN H. LAMONT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOSEPH P. DISABATO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DOUGLAS A. DENNERLINE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
A. LANHAM NAPIER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

OTHER TECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
02/24/2015

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
90055983
Total Amount Sold
74664439
Total Remaining to be Sold
15391544
Clarification of Response
THE ISSUER HAS GRANTED A 30-MONTH WARRANT TO PURCHASE AN ADDITIONAL 580,813 SHARES OF COMMON STOCK FOR $26.50 PER SHARE.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
BENEFITFOCUS,INC.
Issuer Signature
/S/ PARIS CAVIC
Signer Name
PARIS CAVIC
Signer Title
VICE PRESIDENT AND GENERAL COUNSEL
Signature Date
03/10/2015
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