Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission File Number : 001-36061 Benefitfocus , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 100 Benefitfocus Way Charleston , South Carolina 29492 ( Address of principal executive offices and zip code ) ( 843 ) 849-7476 telephone number , including area code ) ( Registrant's Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.001 Par Value 46-2346314 ( I.R.S. Employer Identification No. ) Trading Symbol Name of each exchange of which registered BNFT Nasdaq Global Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No No X No > Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act .: Large accelerated filer Accelerated filer > Non - accelerated filer Smaller reporting company 0 Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No X The aggregate market value of the registrant's common stock held by non - affiliates of the registrant on June 30 , 2020 ( based on the closing sale price of $ 10.76 on that date ) , was approximately $ 211,206,803 . Common stock held by each officer and director and by each person known to the registrant who owned 10 % or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The number of shares of the registrant's common stock outstanding as of March 2 , 2021 was 32,504,073 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III hereof . Benefitfocus , Inc. Form 10 - K For Year Ended December 31 , 2020 TABLE OF CONTENTS