Schedule 13G Amendment No. 8

Date: February 12, 2008

/s/ Jeffrey H. Margolis

Jeffrey H. Margolis

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IBjPtF3jI5yOhxyOGWGb7YlAl6W/ontI3Yog0LZNUAgpXO+fmU7nqf0r0SibQYmE 0QOqlAk9wOvw7NvTJ7iaRA== 0001193125-08-029267.txt : 20080213 0001193125-08-029267.hdr.sgml : 20080213 20080213160046 ACCESSION NUMBER: 0001193125-08-029267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZETTO GROUP INC CENTRAL INDEX KEY: 0001092458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330761159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58151 FILM NUMBER: 08604681 BUSINESS ADDRESS: STREET 1: 567 NICHOLAS DRIVE SUITE 360 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497192200 FORMER COMPANY: FORMER CONFORMED NAME: TRIZETTA GROUP INC DATE OF NAME CHANGE: 19990803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARGOLIS JEFFREY H CENTRAL INDEX KEY: 0001105688 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 9497192205 MAIL ADDRESS: STREET 1: 567 SAN NICHOLAS DRIVE STREET 2: SUITE 360 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 8 Schedule 13G Amendment No. 8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 8)*

The TriZetto Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

896882107

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 896882107		13G		Page 1 of 4 Pages


1.		Names of Reporting Persons: Jeffrey H. Margolis
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization: United States of America


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power: 674,968
		6. Shared Voting Power: 1,513,800
		7. Sole Dispositive Power: 674,968
		8. Shared Dispositive Power: 1,513,800


9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 2,188,768
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9): 5.0%
12.		Type of Reporting Person: IN


CUSIP No. 896882107		13G		Page 2 of 4 Pages

Item 1(a).

Name of Issuer:

The TriZetto Group, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

567 San Nicolas Drive, Suite 360, Newport Beach, CA 92660

Item 2(a).

Name of Person Filing:

Jeffrey H. Margolis

Item 2(b).

Address of Principal Business Office or, if none, Residence:

567 San Nicolas Drive, Suite 360, Newport Beach, CA 92660

Item 2(c).

Citizenship:

United States of America

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

896882107

Item 3.

If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


CUSIP No. 896882107		13G		Page 3 of 4 Pages

Item 4.

Ownership.

As of December 31, 2007:

(a)

Amount beneficially owned: 2,188,768*

(b)

Percent of class: 5.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 674,968*

(ii)

Shared power to vote or to direct the vote: 1,513,800*

(iii)

Sole power to dispose or to direct the disposition of: 674,968*

(iv)

Shared power to dispose or to direct the disposition of: 1,513,800*

1,513,800 shares are held by Jeffrey H. Margolis and his wife, in their capacities as trustees of the Margolis Family Trust, over which the trustees have shared voting and dispositive power. 82,500 shares are held by Mr. Margolis directly. Also includes Mr. Margolis’ options for 592,468 shares of common stock, which are exercisable within 60 days of December 31, 2007.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.


CUSIP No. 896882107		13G		Page 4 of 4 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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