Indaba Capital Fund Form 4 Benefitfocus / DEREK C SCHRIER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Indaba Capital Management, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Benefitfocus, Inc. [ BNFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/04/2022		A(1)(2)		17,890(1)(2)(3)	A	$0(1)(2)	3,981,584	I	See Footnotes(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Indaba Capital Management, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IC GP, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE,

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last) (First) (Middle)

C/O INDABA CAPITAL MANAGEMENT, L.P.

ONE LETTERMAN DR., BLDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Indaba Capital Fund, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE,

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. On April 4, 2022, Benefitfocus, Inc. (the "Issuer") granted 17,890 restricted stock units ("RSUs") of the Issuer to Alexander Lerner, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Lerner holds these RSUs for the benefit of Indaba Capital Fund, L.P. (the "Fund").

2. Because Mr. Lerner serves on the Board as a representative of the Fund and its affiliates, Mr. Lerner does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. The Fund is entitled to receive all of the economic interest in securities granted to Mr. Lerner by the Issuer in respect of Mr. Lerner's Board position. Mr. Lerner disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Lerner had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates, entities for which he does not have a controlling interest and does not have investment control.

3. One-third of the total number of reported RSUs will vest on each of the first, second, and third anniversaries of the date of grant, or if earlier, immediately prior to the Issuer's annual stockholder meeting for that year, so long as Mr. Lerner remains a director through each such vesting date.

4. Securities held directly by the Fund, or, as discussed in footnote (2), securities for which the Fund has all of the economic interest. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to Indaba Capital Management, L.P. (the "Investment Manager"). As a result, each of the Investment Manager, IC GP, LLC ("IC GP"), as the general partner of Investment Manager, and Derek Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities.

5. Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Remarks:

Alexander Lerner, an Investment Partner at Indaba Capital Management, L.P., is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	04/05/2022
	IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	04/05/2022
	/s/ Derek C. Schrier	04/05/2022
	Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member	04/05/2022
	** Signature of Reporting Person	Date
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