| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRINET GROUP, INC. [ TNET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/22/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/22/2022 | S(1) | 4,167 | D | $93.9317(2) | 420,364 | I | By Trust(3) | ||
| Common Stock | 03/22/2022 | G | V | 6,929 | D | $0 | 195,159 | D | ||
| Common Stock | 03/22/2022 | G | V | 6,929 | A | $0 | 427,293 | I | By Trust(3) | |
| Common Stock | 03/23/2022 | A | 35,800(4) | A | $0 | 230,959 | D | |||
| Common Stock | 03/24/2022 | M(5) | 2,000 | A | $10.98 | 232,959 | D | |||
| Common Stock | 03/24/2022 | S(1) | 2,000 | D | $92.7018(6) | 230,959 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $10.98 | 03/24/2022 | M(5) | 2,000 | (7) | 02/11/2024 | Common Stock | 2,000 | $0 | 99,285 | D | ||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established. |
| 2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.45 to $94.36, 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. |
| 3. 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. |
| 4. Represents a grant of a restricted stock unit award. The restricted stock unit award is 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 restricted stock unit award is also subject to accelerated vesting upon certain events. |
| 5. The exercise reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established. |
| 6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.22 to $93.2050, 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. |
| 7. 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. |
| Remarks: |
| /s/ Sheryl Southwick, Attorney-in-fact | 03/24/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||