SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
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* EARLEY KATHLEEN (Last) (First) (Middle) 567 SAN NICOLAS DRIVE, SUITE 360 (Street) NEWPORT BEACH, CA 92660 (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) Director 10% Owner X Officer (give title below) Other (specify below) President and COO
	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) X Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/04/2008		A(1)		12,501	A	$0	141,707	D
Common Stock	08/04/2008		D		141,707	D	$22(2)	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 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)	$7.07	08/04/2008		D			100,000	(3)	11/07/2014	Common Stock	100,000	(3)	0	D
Employee Stock Option (right to buy)	$7.07	08/04/2008		D			50,000	(4)	11/07/2014	Common Stock	50,000	(4)	0	D
Employee Stock Option (right to buy)	$16.81	08/04/2008		D			25,000	(5)	03/05/2016	Common Stock	25,000	(5)	0	D
Employee Stock Option (right to buy)	$20.42	08/04/2008		D			20,260	(6)	01/29/2017	Common Stock	20,260	(6)	0	D
Employee Stock Option (right to buy)	$19.19	08/04/2008		D			79,984	(7)	02/06/2013	Common Stock	79,984	(7)	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. and TZ Merger Sub, Inc., effective August 4, 2008 (the "Merger"), this award vested in full on August 4, 2008.

2. 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").

3. This option, which provided for vesting in four equal annual installments beginning on November 8, 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.

4. This option, which provided for cliff vesting on November 8, 2011 (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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ James J. Sullivan, Attorney-in-Fact for Kathleen Earley	08/05/2008
	** 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).
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