SEC Form 4 · accession 0000937098-17-000187
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
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 9:02 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 StockF1 | Aug 4, 2017 | G | 150 | $0.00 | D | 1,247,883 | I | By Trust |
| Common StockF1 | Aug 7, 2017 | G | 800 | $0.00 | D | 1,247,083 | I | By Trust |
| Common StockF2 | Aug 15, 2017 | M | 2,176 | — | A | 30,707 | D | |
| Common StockF2 | Aug 15, 2017 | M | 8,617 | — | A | 39,324 | D | |
| Common StockF2 | Aug 15, 2017 | M | 3,570 | — | A | 42,894 | D | |
| Common StockF3 | Aug 15, 2017 | F | 7,496 | $38.25 | D | 35,398 | D | |
| Common Stock | Aug 17, 2017 | M | 3,645 | $1.4475 | A | 39,043 | D | |
| Common Stock | Aug 17, 2017 | S | 2,694 | $34.01 | D | 36,349 | D | |
| Common Stock | Aug 17, 2017 | S | 951 | $35.05 | D | 35,398 | D | |
| Common StockF5 | Aug 17, 2017 | S | 200 | $31.81 | D | 35,198 | D | |
| Common Stock | Aug 17, 2017 | S | 100 | $32.55 | D | 35,098 | D | |
| Common Stock | Aug 17, 2017 | S | 100 | $34.40 | D | 34,998 | D | |
| Common StockF6 | Aug 17, 2017 | S | 3,100 | $35.4169 | D | 31,898 | D | |
| Common StockF7 | Aug 17, 2017 | S | 3,367 | $36.1546 | D | 28,531 | D | |
| Common StockF8,F1 | Aug 17, 2017 | S | 1,958 | $34.0634 | D | 1,245,125 | I | By Trust |
| Common StockF9,F1 | Aug 17, 2017 | S | 3,174 | $35.3551 | D | 1,241,951 | I | By Trust |
| Common StockF10,F1 | Aug 17, 2017 | S | 700 | $36.3629 | D | 1,241,251 | I | By Trust |
| Common StockF11 | Aug 17, 2017 | S | 200 | $32.55 | D | 113,868 | I | By Trust |
| Common StockF12,F11 | Aug 17, 2017 | S | 400 | $34.0238 | D | 113,468 | I | By Trust |
| Common StockF13,F11 | Aug 17, 2017 | S | 5,439 | $35.5229 | D | 108,029 | I | By Trust |
| Common StockF14,F11 | Aug 17, 2017 | S | 2,293 | $36.4343 | D | 105,736 | 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,F15 | — | Aug 15, 2017 | M | 2,176 | D | — | — | Common Stock | 2,176 | 13,056 | D |
| Restricted Stock UnitsF2,F16 | — | Aug 15, 2017 | M | 8,617 | D | — | — | Common Stock | 8,617 | 77,551 | D |
| Restricted Stock UnitsF2,F17 | — | Aug 15, 2017 | M | 3,570 | D | — | — | Common Stock | 3,570 | 49,986 | D |
| Employee Stock Option (right to buy)F18 | $1.4475 | Aug 17, 2017 | M | 3,645 | D | — | Mar 13, 2023 | Common Stock | 3,645 | 60,514 | D |
Explanation of responses
- F1Reporting 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.
- F10The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.17 to $36.58, 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.
- F11Reporting 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.
- F12The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.095, 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.
- F13The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.03 to $36.02, 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.
- F14The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.25 to $36.62, 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.
- F15On March 5, 2015, the Reporting Person was granted 34,816 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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.
- F16On January 4, 2016, the Reporting Person was granted 137,868 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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.
- F17On March 24, 2017, the Reporting Person was granted 57,126 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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.
- F18Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2013, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.
- F2Restricted Stock Units convert into common stock on a one-for-one basis.
- F3These 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.
- F4The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
- F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.52 to $32.10, 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.
- F6The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.65, 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.
- F7The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.67 to $36.66, 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.
- F8The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $35.00, 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.
- F9The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.05 to $36.05, 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.