SEC Form 4 · accession 0000937098-18-000182
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
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 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 StockF1 | Nov 15, 2018 | M | 2,176 | — | A | 204,933 | D | |
| Common StockF1 | Nov 15, 2018 | M | 8,617 | — | A | 213,550 | D | |
| Common StockF1 | Nov 15, 2018 | M | 3,570 | — | A | 217,120 | D | |
| Common StockF2 | Nov 15, 2018 | F | 8,425 | $44.44 | D | 208,695 | D | |
| Common Stock | Nov 19, 2018 | M | 5,625 | $10.98 | A | 214,320 | D | |
| Common Stock | Nov 19, 2018 | S | 14,188 | $44.22 | D | 200,132 | D | |
| Common StockF4 | Nov 19, 2018 | S | 5,625 | $44.22 | D | 1,083,431 | I | By Trust |
| Common StockF5 | Nov 19, 2018 | S | 1,921 | $44.22 | D | 7,664 | 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 UnitsF1,F6 | — | Nov 15, 2018 | M | 2,176 | D | — | — | Common Stock | 2,176 | 2,176 | D |
| Restricted Stock UnitsF1,F7 | — | Nov 15, 2018 | M | 8,617 | D | — | — | Common Stock | 8,617 | 34,467 | D |
| Restricted Stock UnitsF1,F8 | — | Nov 15, 2018 | M | 3,570 | D | — | — | Common Stock | 3,570 | 32,134 | D |
| Employee Stock Option (right to buy)F9 | $10.98 | Nov 19, 2018 | M | 5,625 | D | — | Feb 11, 2024 | Common Stock | 5,625 | 177,266 | D |
Explanation of responses
- F1Restricted Stock Units convert into common stock on a one-for-one basis.
- F2These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units and Restricted Stock Awards.
- F3The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
- F4Reporting 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.
- F5Reporting 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.
- F6On 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.
- F7On 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.
- F8On 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.
- F9Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2014, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.