SEC Form 4 · accession 0000937098-19-000056
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
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 9:37 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 | Feb 15, 2019 | M | 2,176 | — | A | 173,985 | D | |
| Common StockF2 | Feb 15, 2019 | F | 753 | $49.53 | D | 173,232 | D | |
| Common StockF1,F3 | Feb 15, 2019 | M | 8,616 | — | A | 207,699 | D | |
| Common StockF4 | Feb 15, 2019 | F | 2,980 | $49.53 | D | 204,719 | D | |
| Common StockF1,F5 | Feb 15, 2019 | M | 3,571 | — | A | 236,853 | D | |
| Common StockF6 | Feb 15, 2019 | F | 1,335 | $49.53 | D | 235,518 | D | |
| Common StockF7 | Feb 15, 2019 | F | 1,302 | $49.53 | D | 234,216 | D | |
| Common Stock | Feb 20, 2019 | M | 7,500 | $10.98 | A | 241,716 | D | |
| Common StockF10 | Feb 20, 2019 | S | 10,519 | $60.7748 | D | 231,197 | D | |
| Common Stock | Feb 20, 2019 | S | 100 | $61.26 | D | 231,097 | D | |
| Common Stock | Feb 20, 2019 | S | 7,500 | $60.92 | D | 223,597 | D | |
| Common StockF11 | Feb 20, 2019 | S | 7,500 | $60.92 | D | 1,059,056 | I | By Trust |
| Common StockF12 | Feb 20, 2019 | S | 1,902 | $60.92 | D | 0 | 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,F13 | — | Feb 15, 2019 | M | 2,176 | D | — | — | Common Stock | 2,176 | 0 | D |
| Restricted Stock UnitsF3,F1,F14 | — | Feb 15, 2019 | M | 8,616 | D | — | — | Common Stock | 8,616 | 0 | D |
| Restricted Stock UnitsF5,F1,F15 | — | Feb 15, 2019 | M | 3,571 | D | — | — | Common Stock | 3,571 | 0 | D |
| Employee Stock Option (right to buy)F8,F16 | $10.98 | Feb 20, 2019 | M | 7,500 | D | — | Feb 11, 2024 | Common Stock | 7,500 | 152,891 | D |
Explanation of responses
- F1Restricted Stock Units convert into common stock on a one-for-one basis.
- F10The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.23 to $61.145, 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. and Maud Carol Goldfield, Trustees, Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00.
- F12Reporting 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.
- F13On March 5, 2015, the Reporting Person was granted 34,816 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events.
- F14On January 4, 2016, the Reporting Person was granted 137,868 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events. Such RSUs are now being reported as common stock and included in Column 5 of Table I.
- F15On March 24, 2017, the Reporting Person was granted 57,126 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events. Such RSUs are now being reported as common stock and included in Column 5 of Table I.
- F16Option 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.
- F2Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 5, 2015.
- F3Includes 25,851 unvested restricted stock units ("RSUs") from an award of 137,868 RSUs originally granted on January 4, 2016 and were previously reported in Table II of a Form 4 filed by the Reporting Person on January 6, 2016 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs are 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 RSUs are also subject to accelerated vesting upon certain events.
- F4Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on January 4, 2016.
- F5Includes 28,563 unvested restricted stock units ("RSUs") from an award of 57,126 RSUs originally granted on March 24, 2017 and were previously reported in Table II of a Form 4 filed by the Reporting Person on March 28, 2017 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs are 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 RSUs are also subject to accelerated vesting upon certain events.
- F6Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 24, 2017.
- F7Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock awards granted on March 8, 2018.
- F8The exercise of stock options reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
- F9The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.