SEC Form 4 · accession 0001214659-15-001977
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
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 1:16 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 StockF2,F3 | Mar 2, 2015 | S | 5,000 | $36.8151 | D | 170,000 | I | By Trust |
| Common StockF2,F4 | Mar 2, 2015 | S | 5,000 | $36.816 | D | 1,335,985 | I | By Trust |
| Common Stock | Mar 2, 2015 | M | 10,000 | $0.50 | A | 10,000 | D | |
| Common StockF5 | Mar 2, 2015 | S | 7,400 | $36.7324 | D | 2,600 | D | |
| Common StockF6 | Mar 2, 2015 | S | 2,600 | $37.0015 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F7 | $0.50 | Mar 2, 2015 | M | 9,000 | D | — | Mar 6, 2022 | Common Stock | 9,000 | 40,004 | D |
| Employee Stock Option (right to buy)F8 | $0.50 | Mar 2, 2015 | M | 1,000 | D | — | Sep 20, 2020 | Common Stock | 1,000 | 4 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 23, 2014.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.18 to $37.11, 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 in footnote (2) to this Form 4.
- F3Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. Goldfield and Carol Maud Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust.
- F4Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Carol Maud Goldfield, Trustees Burton M. Goldfield and Carol Maud Goldfield Trust, u/a/d 12/6/00.
- F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.88 to $36.87, 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 in footnote (5) to this Form 4.
- F6The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.88 to $37.10, 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 in footnote (6) to this Form 4.
- F7Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 9, 2012, and 1/48th of the total number of shares vesting each month thereafter. The option is also subject to accelerated vesting upon certain events.
- F8Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of September 20, 2010, and 1/48th of the total number of shares vesting each month thereafter. The option is also subject to accelerated vesting upon certain events.