4//SEC Filing
TRIZETTO GROUP INC 4
Accession 0001105688-08-000023
CIK 0001092458operating
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 3:39 PM ET
Size
39.7 KB
Accession
0001105688-08-000023
Insider Transaction Report
Form 4
MARGOLIS JEFFREY H
DirectorChairman of the Board and CEO
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−150,000→ 0 totalExercise: $8.48Exp: 2015-02-08→ Common Stock (150,000 underlying) - Disposition to Issuer
Common Stock
2008-08-04$22.00/sh−709,175$15,601,850→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−60,000→ 0 totalExercise: $12.50Exp: 2012-01-28→ Common Stock (60,000 underlying) - Award
Common Stock
2008-08-04+25,005→ 75,000 total - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−8,400→ 0 totalExercise: $12.81Exp: 2010-05-19→ Common Stock (8,400 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−10,000→ 0 totalExercise: $7.50Exp: 2012-07-16→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−250,000→ 0 totalExercise: $6.66Exp: 2014-02-15→ Common Stock (250,000 underlying) - Disposition to Issuer
Common Stock
2008-08-04$22.00/sh−75,000$1,650,000→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−39,000→ 0 totalExercise: $12.50Exp: 2012-01-28→ Common Stock (39,000 underlying) - Other
Common Stock
2008-08-04−432,000→ 709,175 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−40,000→ 0 totalExercise: $12.50Exp: 2012-01-28→ Common Stock (40,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−100,000→ 0 totalExercise: $9.25Exp: 2011-06-29→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−181,280→ 0 totalExercise: $19.19Exp: 2013-02-06→ Common Stock (181,280 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−36,000→ 0 totalExercise: $16.81Exp: 2016-03-05→ Common Stock (36,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−6,900→ 0 totalExercise: $12.19Exp: 2011-02-23→ Common Stock (6,900 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-08-04−44,672→ 0 totalExercise: $20.42Exp: 2017-01-29→ Common Stock (44,672 underlying)
Footnotes (15)
- [F1]These shares of restricted Common Stock were granted to the Reporting Person under the Issuer's 1998 Long-Term Incentive Plan. The award, which was granted on January 30, 2007, was not reported previously on a Form 4 because it was performance-based and its vesting was contingent upon the attainment of certain goals. Now, however, pursuant to the merger between the Issuer, TZ Holdings, L.P. ("TZ Holdings") and TZ Merger Sub, Inc., effective August 4, 2008 (the "Merger"), this award vested in full on August 4, 2008.
- [F10]This option, which provided for vesting in four equal annual installments beginning on July 17, 2003, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F11]This option, which provided for vesting in four equal annual installments beginning on February 16, 2005, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F12]This option, which provided for vesting in three equal annual installments beginning on February 9, 2006, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F13]This option, which provided for vesting in three equal annual installments beginning on March 6, 2007, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F14]This option, which provided for vesting in four equal annual installments beginning on January 30, 2008, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F15]This option, which provided for vesting in four equal annual installments beginning on February 7, 2009, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F2]In connection with the Merger, the Reporting Person contributed these shares to TZ Holdings in exchange for Preferred Series B Shares and Common Series A Shares of TZ Holdings.
- [F3]The shares are held by Mr. and Mrs. Margolis as trustees of the Margolis Family Trust.
- [F4]Disposed of pursuant to the Merger, which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $22.00 per share (the "Merger Consideration").
- [F5]This option, which provided for vesting in four equal annual installments beginning on May 19, 2001, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F6]This option, which provided for vesting in four equal annual installments beginning on February 23, 2002, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F7]This option, which provided for cliff vesting on June 29, 2008 (unless accelerated upon the attainment of certain goals), was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F8]This option, which provided for vesting in four equal annual installments beginning on January 29, 2003, was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
- [F9]This option, which provided for cliff vesting on January 29, 2009 (unless accelerated upon the attainment of certain goals), was cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration less the exercise price per share for each of the underlying shares.
Documents
Issuer
TRIZETTO GROUP INC
CIK 0001092458
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001092458
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 3:39 PM ET
- Size
- 39.7 KB