logo


FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Expires:February 28, 2011
Estimated average burden
hours per response0.5
X
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*
SPIREK DANIEL J
(Last)(First)(Middle)
567 SAN NICOLAS DRIVE, SUITE 360
(Street)
NEWPORT BEACH,CA92660
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
TRIZETTO GROUP INC [TZIX]		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Common Stock 08/04/2008 A(1)  5,001 A$ 0 122,298 D  
Common Stock 08/04/2008 J(2)  59,091 D (2) 63,207 D  
Common Stock 08/04/2008 D  63,207 D$ 22 (3) 0 D  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $ 0.25 08/04/2008 D   60,000  (4)11/20/2008 Common Stock 60,000 (4) 0 D  
Employee Stock Option (right to buy) $ 12.8125 08/04/2008 D   4,000  (5)05/19/2010 Common Stock 4,000 (5) 0 D  
Employee Stock Option (right to buy) $ 12.1875 08/04/2008 D   5,800  (6)02/23/2011 Common Stock 5,800 (6) 0 D  
Employee Stock Option (right to buy) $ 9.25 08/04/2008 D   50,000  (7)06/29/2011 Common Stock 50,000 (7) 0 D  
Employee Stock Option (right to buy) $ 12.5 08/04/2008 D   20,000  (8)01/28/2012 Common Stock 20,000 (8) 0 D  
Employee Stock Option (right to buy) $ 12.5 08/04/2008 D   30,000  (9)01/28/2012 Common Stock 30,000 (9) 0 D  
Employee Stock Option (right to buy) $ 3.49 08/04/2008 D   75,000  (10)02/23/2013 Common Stock 75,000 (10) 0 D  
Employee Stock Option (right to buy) $ 6.66 08/04/2008 D   30,000  (11)02/15/2014 Common Stock 30,000 (11) 0 D  
Employee Stock Option (right to buy) $ 8.48 08/04/2008 D   20,000  (12)02/08/2015 Common Stock 20,000 (12) 0 D  
Employee Stock Option (right to buy) $ 16.81 08/04/2008 D   9,300  (13)03/05/2016 Common Stock 9,300 (13) 0 D  
Employee Stock Option (right to buy) $ 20.42 08/04/2008 D   7,836  (14)01/29/2017 Common Stock 7,836 (14) 0 D  
Employee Stock Option (right to buy) $ 19.19 08/04/2008 D   25,268  (15)02/06/2013 Common Stock 25,268 (15) 0 D  
Explanation of Responses:
1. 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.
2. 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.
3. 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").
4. This option, which provided for vesting in four equal annual installments beginning on November 20, 1999, 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. This option, which provided for cliff vesting on February 24, 2010 (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.
11. 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.
12. This option, which provided for vesting in four 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.
13. This option, which provided for vesting in four 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.
14. 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.
15. 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.
/s/ James J. Sullivan, Attorney-in-Fact for Daniel J. Spirek08/05/2008
** Signature of Reporting PersonDate
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.

Add to Delicious   Add to DeliciousDigg It  Digg It
Send Email Send by Email Send Email Post Comment

 
Home | Login |Research | Earnings | Scans | Chat Rooms | Charts | Submit Article | Join Blog Network | Advertise | Subscribe to RSS

copryright 2009 all rights reserved
Fundamental data is provided by Zacks Investment Research, market data is provided by AlphaTrade. , and Commentary and Press Releases provided by Quotemedia