Sec Form 4 Filing - Indaba Capital Management, L.P. @ Benefitfocus, Inc. - 2022-07-01

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

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, 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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1. Name and Address of Reporting Person Indaba Capital Management, L.P. 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) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D, SUITE DM700 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2022 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01/2022 A( 1 )( 2 ) 20,726( 1 )( 2 )( 3 ) A $ 0( 1 )( 2 ) 4,002,310 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Indaba Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 SAN FRANCISCO, CA94129 X X IC GP, LLC ONE LETTERMAN DRIVE, BUILDING D, SUITE DM700 SAN FRANCISCO, CA94129 X X SCHRIER DEREK C C/O INDABA CAPITAL MANAGEMENT, L.P. ONE LETTERMAN DR., BLDING D, SUITE DM700 SAN FRANCISCO, CA94129 X X Indaba Capital Fund, L.P. ONE LETTERMAN DRIVE, BUILDING D, SUITE DM700 SAN FRANCISCO, CA94129 X X Signatures Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 07/06/2022 Signature of Reporting Person Date IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 07/06/2022 Signature of Reporting Person Date /s/ Derek C. Schrier 07/06/2022 Signature of Reporting Person Date Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member 07/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2022, Benefitfocus, Inc. (the "Issuer") granted 20,726 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 )The total number of reported RSUs will vest on the earlier of July 1, 2023 or the date of the Issuer's 2023 annual meeting of stockholders, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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