SEC Form 4 · accession 0001214659-15-004531
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
May 15, 2015
Accepted (ET)
Jun 3, 2015 · 2:46 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 Stock | May 15, 2015 | A | 1,000 | $25.245 | A | 1,000 | D | |
| Common StockF2 | May 15, 2015 | M | 2,176 | — | A | 3,176 | D | |
| Common Stock | May 15, 2015 | F | 1,136 | $29.72 | D | 2,040 | D | |
| Common StockF4 | Jun 1, 2015 | S | 5,000 | $25.81 | D | 155,000 | I | By Trust |
| Common StockF5 | Jun 1, 2015 | S | 5,000 | $25.81 | D | 1,320,130 | I | By Trust |
| Common Stock | Jun 1, 2015 | M | 10,000 | $1.4475 | A | 12,040 | D | |
| Common StockF6 | Jun 1, 2015 | S | 7,200 | $29.6483 | D | 4,840 | D | |
| Common StockF7 | Jun 1, 2015 | S | 2,800 | $29.8807 | D | 2,040 | 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,F8 | — | May 15, 2015 | M | 2,176 | D | — | — | Common Stock | 2,176 | 32,640 | D |
| Employee Stock Option (right to buy)F9 | $1.4475 | Jun 1, 2015 | M | 10,000 | D | — | Mar 13, 2023 | Common Stock | 10,000 | 210,000 | 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(d) and Rule 16b-3(c).
- F2Restricted Stock Units convert into common stock on a one-for-one basis.
- F3The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 23, 2014.
- F4Reporting 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.
- F5Reporting 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.
- F6The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 28.81 to $29.7905, 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.
- F7The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 29.81 to $29.96, 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 (7) to this Form 4.
- F8On March 5, 2015, the reporting person was granted 34,816 restricted stock units, subject to a 4-year vesting schedule, 1/16 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 Unit is 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, 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.