SEC Form 4 · accession 0000937098-17-000127
TRINET GROUP, INC. · TNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Burton M. Goldfield
Officer — PRESIDENT, CEO and DIRECTOR · Director
Period of report
May 12, 2017
Accepted (ET)
May 16, 2017 · 8:33 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 StockF2,F3 | May 12, 2017 | S | 7,965 | $30.872 | D | 1,253,865 | I | By Trust |
| Common StockF4 | May 15, 2017 | A | 1,000 | $19.69 | A | 9,797 | D | |
| Common StockF5 | May 15, 2017 | M | 2,176 | — | A | 11,973 | D | |
| Common StockF5 | May 15, 2017 | M | 8,617 | — | A | 20,590 | D | |
| Common StockF5 | May 15, 2017 | M | 3,570 | — | A | 24,160 | D | |
| Common StockF6 | May 15, 2017 | F | 7,496 | $30.83 | D | 16,664 | D | |
| Common StockF7 | holding | — | — | — | 122,400 | 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 UnitsF5,F8 | — | May 15, 2017 | M | 2,176 | D | — | — | Common Stock | 2,176 | 15,232 | D |
| Restricted Stock UnitsF5,F9 | — | May 15, 2017 | M | 8,617 | D | — | — | Common Stock | 8,617 | 86,168 | D |
| Restricted Stock UnitsF5,F10 | — | May 15, 2017 | M | 3,570 | D | — | — | Common Stock | 3,570 | 53,556 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
- F10On March 24, 2017, the Reporting Person was granted 57,126 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 Units are also subject to accelerated vesting upon certain events.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.52 to $31.15, 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.
- F3Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Maud Carol Goldfield, Trustees, Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00.
- F4These 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).
- F5Restricted Stock Units convert into common stock on a one-for-one basis.
- F6These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units reported herein.
- F7Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. Goldfield and Maud Carol Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust.
- F8On March 5, 2015, the Reporting Person was granted 34,816 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 Units are also subject to accelerated vesting upon certain events.
- F9On January 4, 2016, the Reporting Person was granted 137,868 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 Units are also subject to accelerated vesting upon certain events.