SEC Form 4 · accession 0000937098-17-000220
TRINET GROUP, INC. · TNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brady Mickelsen
Officer — SVP, CLO & SECRETARY
Period of report
Nov 15, 2017
Accepted (ET)
Nov 17, 2017 · 9:00 pm EST
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 | Nov 6, 2017 | G | 6,000 | $0.00 | D | 29,392 | D | |
| Common StockF1 | Nov 15, 2017 | A | 250 | $26.52 | A | 29,642 | D | |
| Common StockF2 | Nov 15, 2017 | M | 5,000 | — | A | 34,642 | D | |
| Common StockF2 | Nov 15, 2017 | M | 4,924 | — | A | 39,566 | D | |
| Common StockF2 | Nov 15, 2017 | M | 825 | — | A | 40,391 | D | |
| Common StockF3 | Nov 15, 2017 | F | 5,611 | $42.25 | D | 34,780 | D | |
| Common StockF5 | Nov 17, 2017 | S | 4,744 | $42.73 | D | 30,036 | D |
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 | — | Nov 15, 2017 | M | 5,000 | D | — | — | Common Stock | 5,000 | 35,000 | D |
| Restricted Stock UnitsF2,F7 | — | Nov 15, 2017 | M | 4,924 | D | — | — | Common Stock | 4,924 | 39,391 | D |
| Restricted Stock UnitsF2,F8 | — | Nov 15, 2017 | M | 825 | D | — | — | Common Stock | 825 | 10,718 | 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.
- 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 $42.395 to $43.10, 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.
- F6On August 21, 2015, the Reporting Person was granted 80,000 Restricted Stock Units, subject to a 4-year vesting schedule: one-fourth of the total number of shares vesting on the first anniversary of the grant date, and thereafter 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.
- F7On January 4, 2016, the Reporting Person was granted 78,782 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.
- F8On March 24, 2017, the Reporting Person was granted 13,191 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.