SEC Form 4 · accession 0001214659-15-004631
TRINET GROUP, INC. · TNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Turner
Officer — SR. VP of SALES
Period of report
May 15, 2015
Accepted (ET)
Jun 5, 2015 · 11:07 am 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 StockF1,F2 | May 15, 2015 | M | 621 | — | A | 104,381 | D | |
| Common Stock | May 15, 2015 | F | 325 | $29.72 | D | 104,056 | D | |
| Common Stock | May 15, 2015 | A | 857 | $25.245 | A | 104,913 | D | |
| Common Stock | Jun 3, 2015 | M | 10,000 | $0.50 | A | 114,913 | D | |
| Common StockF5 | Jun 3, 2015 | S | 10,000 | $29.3003 | D | 104,913 | 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 UnitsF1,F6 | — | May 15, 2015 | M | 621 | D | — | — | Common Stock | 621 | 9,327 | D |
| Employee Stock Option (right to buy)F7 | $0.50 | Jun 3, 2015 | M | 10,000 | D | — | Feb 9, 2022 | Common Stock | 10,000 | 168,292 | D |
Explanation of responses
- F1Restricted Stock Units convert into common stock on a one-for-one basis.
- F2Reporting owner inadvertently reported the incorrect amount of securities beneficially owned following reported transactions in prior Form 4s filed in 2015 which was not due to an error in or omission of an actual transaction.
- F3These 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).
- F4The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 15, 2014.
- F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.915 to $29.47, 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.
- F6On March 5, 2015, the reporting person was granted 9,948 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.
- 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.