Sec Form 4/A Filing - Napier A Lanham @ Benefitfocus, Inc. - 2020-06-04

FORM 4/A 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 Napier A Lanham 2. Issuer Name and Ticker or Trading Symbol Benefitfocus, Inc. [ BNFT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 BENEFITFOCUS WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2020 (Street) CHARLESTON, SC29492 4. If Amendment, Date Original Filed (MM/DD/YY) 06/08/2020 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Series A Convertible Preferred Stock ( 1 ) ( 2 ) 06/04/2020 A 1,777,778 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 5,333,334 $ 45 1,777,778 I By BuildGroup Management, LLC ( 3 )

Reporting Owners Reporting Owner Nam e / Address Relationships Director 10% Owner Officer Other Napier A Lanham 100 BENEFITFOCUS WAY CHARLESTON, SC29492 X Signatures /s/ Donald R. Reynolds, Attorney-in-Fact 06/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the Issuer's Certificate of Designations setting forth the terms and provisions of the Issuer's Series A Convertible Preferred Stock (the "Series A"), the Series A is convertible at any time, at the election of the holder thereof, in whole or in part, into the Issuer's common stock at a conversion rate equal to the quotient of dividing (I) the sum of (x) the stated value then in effect with respect to such share, and (y) an amount equal to accumulated and unpaid dividend equal to 8.00% per annum ("Regular Dividends") on such share of the Series A (but only to the extent such accumulated and unpaid Regular Dividends are not included in the stated value referred to in the preceding clause (x)); by (II) $15.00, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. ( 2 )(continued from prior footnote) As of the date of the event requiring the filing of this Form 4, the 1,777,778 shares of the Series A reported on this Form 4 are convertible into 5,333,334 shares of the Issuer's common stock. ( 3 )The shares of the Series A are held of record by a limited liability company, of which the Reporting Person is the Chief Executive Officer and a member of the board of directors and is the Chief Executive Officer and a member of the board of managers of its investment manager, BuildGroup Management, LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein.

Remarks: The Form 4, as originally filed, incorrectly reported 1,777,778 shares of common stock underlying the Series A.

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

* 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).

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