Burton M. Goldfield - 23 Aug 2023 Form 4 Insider Report for TRINET GROUP, INC. (TNET)

Role
PRESIDENT, CEO and DIRECTOR, Director
Signature
/s/ Sheryl Southwick, Attorney-in-fact
Issuer symbol
TNET
Transactions as of
23 Aug 2023
Net transactions value
-$532,066
Form type
4
Filing time
25 Aug 2023, 18:38:45 UTC
Previous filing
17 Aug 2023
Next filing
29 Aug 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TNET Common Stock Options Exercise $122,647 +3,660 +2.1% $33.51 174,363 23 Aug 2023 Direct F1, F2
transaction TNET Common Stock Sale $389,188 -3,660 -2.1% $106.34 170,703 23 Aug 2023 Direct F2, F3, F4
transaction TNET Common Stock Options Exercise $30,590 +2,786 +1.6% $10.98 173,489 24 Aug 2023 Direct F1, F2
transaction TNET Common Stock Sale $296,115 -2,786 -1.6% $106.29 170,703 24 Aug 2023 Direct F2, F3, F5
holding TNET Common Stock 410,274 23 Aug 2023 By Trust F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TNET Employee Stock Option (right to buy) Options Exercise $0 -3,660 -6% $0.000000 57,718 23 Aug 2023 Common Stock 3,660 $33.51 Direct F1, F7
transaction TNET Employee Stock Option (right to buy) Options Exercise $0 -2,786 -17% $0.000000 13,927 24 Aug 2023 Common Stock 2,786 $10.98 Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The exercise reported on this Form 4 was effected pursuant to a 10b5-1 trading plan established by the Reporting Person on November 17, 2022 prior to the adoption of final amendments to Rule 10b5-1 on December 14, 2022.
F2 The total securities beneficially owned includes shares of unvested restricted stock units. It excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of certain performance criteria.
F3 The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan established by the Reporting Person on November 17, 2022 prior to the adoption of final amendments to Rule 10b5-1 on December 14, 2022.
F4 The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.00 to $106.58, 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.
F5 The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.07 to $106.62, 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.
F6 Shares held directly by the Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00 (the "Trust"). The Reporting Person and his spouse serve as trustees and beneficiaries of the Trust.
F7 Option is subject to a 4-year vesting schedule, with 1/16th of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the grant date on March 5, 2015. The Option is also subject to accelerated vesting upon certain events.
F8 Option 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.