SEC Form 4 · accession 0000937098-16-000152
TRINET GROUP, INC. · TNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Turner
Officer — SR. VP of SALES
Period of report
May 15, 2016
Accepted (ET)
May 17, 2016 · 7:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000937098
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 13, 2016 | A | 1,000 | $15.64 | A | 1,000 | D | |
| Common StockF2 | May 15, 2016 | M | 621 | — | A | 1,621 | D | |
| Common Stock | May 15, 2016 | F | 234 | $18.75 | D | 1,387 | D | |
| Common StockF2 | May 15, 2016 | M | 3,118 | — | A | 4,505 | D | |
| Common Stock | May 15, 2016 | F | 1,172 | $18.75 | D | 3,333 | D | |
| Common Stock | May 17, 2016 | M | 5,000 | $0.50 | A | 8,333 | D | |
| Common StockF4 | May 17, 2016 | S | 5,000 | $19.0836 | D | 3,333 | D | |
| Common StockF5 | holding | — | — | — | 109,084 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F6 | — | May 15, 2016 | M | 621 | D | — | — | Common Stock | 621 | 6,840 | D |
| Restricted Stock UnitsF2,F7 | — | May 15, 2016 | M | 3,118 | D | — | — | Common Stock | 3,118 | 43,659 | D |
| Employee Stock Option (right to buy)F8 | $0.50 | May 17, 2016 | M | 5,000 | D | — | Feb 9, 2022 | Common Stock | 5,000 | 133,292 | D |
Explanation of responses
- F1These shares were acquired under the TriNet Group, Inc 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
- F2Restricted Stock Units convert into common stock on a one-for-one basis.
- F3The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 16, 2015.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.86 to $19.39, inclusive. The reporting person undertakes to provide to TriNet Group, Inc., any security holder of TriNet Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- F5Reporting Person is a Trustee and shares voting and investment power over the shares held by The Turner 2000 Revocable Trust.
- F6On March 5, 2015, the Reporting Person was granted 9,948 restricted stock units, subject to a 4-year vesting schedule, 1/16 of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the grant date. The Restricted Stock Unit is also subject to accelerated vesting upon certain events.
- F7On January 4, 2016, the Reporting Person was granted 49,895 restricted stock units, subject to a 4-year vesting schedule, 1/16th of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the grant date. The Restricted Stock Unit is also subject to accelerated vesting upon certain events.
- F8Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 9, 2012, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events