FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

1/24/2023
(Street)

SAN FRANCISCO, CA 94129
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/24/2023  D  3963694 (2)(3)D$10.50 (3)0 I See Footnote (1)(2)
Common Stock 1/24/2023  D  17890 (1)(2)(4)D$10.50 (3)0 I See Footnote (1)(2)
Common Stock 1/24/2023  D  20726 (1)(2)(5)D$10.50 (3)0 I See Footnote (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Alexander Lerner served on the Issuer's Board of Directors (the "Board") as a representative of Indaba Capital Fund, L.P. (the "Fund") and its affiliates. Accordingly, 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.
(2) Securities held directly by the Fund, or, as discussed in footnote (1), 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.
(3) Shares of common stock disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of November 1, 2022, by and among the Company, Voya Financial, Inc. and Origami Squirrel Acquisition Corp (the "Merger Agreement"). Under the terms of the Merger Agreement, holders of the outstanding common stock received $10.50 per share in cash (the "Per Share Common Stock Merger Consideration") at the effective date and time of the merger (the "Effective Time").
(4) These restricted stock units (the "RSUs"), which provided for vesting of one third of the total number of reported RSUs on each of the first, second, and third anniversaries of April 4, 2022, were cancelled in the merger in exchange for a cash payment of $187,845, representing the number of shares of Common Stock subject to the RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
(5) These RSUs, which provided for vesting of the total number of reported RSUs on the earlier of July 1, 2023 or the date of the Issuer's 2023 annual meeting of stockholders, were cancelled in the merger in exchange for a cash payment of $217,623, representing the number of shares of Common Stock subject to such RSUs immediately prior to the Effective Time multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.

Remarks:
Alexander Lerner, an Investment Partner at Indaba Capital Management, L.P., was 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Indaba Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, SUITE DM700
SAN FRANCISCO, CA 94129
XX

IC GP, LLC
ONE LETTERMAN DRIVE,
BUILDING D, SUITE DM700
SAN FRANCISCO, CA 94129
XX

SCHRIER DEREK C
C/O INDABA CAPITAL MANAGEMENT, L.P.
ONE LETTERMAN DR., BLDING D, SUITE DM700
SAN FRANCISCO, CA 94129
XX

Indaba Capital Fund, L.P.
ONE LETTERMAN DRIVE,
BUILDING D, SUITE DM700
SAN FRANCISCO, CA 94129
XX


Signatures
Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member1/24/2023
**Signature of Reporting PersonDate

IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member1/24/2023
**Signature of Reporting PersonDate

/s/ Derek C. Schrier1/24/2023
**Signature of Reporting PersonDate

Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member1/24/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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