TRINET GROUP, INC. — Director's Dealing 2014

Dec 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2014-12-01

Reporting Person: Goldfield Burton M. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-01	Common Stock	S	2403	$27.73	Disposed	187597	Indirect
2014-12-01	Common Stock	S	1100	$28.6759	Disposed	186497	Indirect
2014-12-01	Common Stock	S	1497	$29.409	Disposed	185000	Indirect
2014-12-01	Common Stock	S	2368	$27.7447	Disposed	1354192	Indirect
2014-12-01	Common Stock	S	1042	$28.679	Disposed	1353150	Indirect
2014-12-01	Common Stock	S	1590	$29.406	Disposed	1351560	Indirect
2014-12-01	Common Stock	M	10000	$.5	Acquired	10000	Direct
2014-12-01	Common Stock	S	2824	$27.7539	Disposed	7176	Direct
2014-12-01	Common Stock	S	850	$28.6647	Disposed	6326	Direct
2014-12-01	Common Stock	S	5822	$29.593	Disposed	504	Direct
2014-12-01	Common Stock	S	504	$30.4395	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Employee Stock Option (right to buy)	$.5000	M	10000	Disposed	2022-03-06	Common Stock (10000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 23, 2014.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.22 to $28.13, 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 in footnote (2) to this Form 4.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.22 to $29.07, 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 in footnote (3) to this Form 4.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.29 to $29.47, 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 in footnote (4) to this Form 4.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.23 to $28.22, 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 in footnote (5) to this Form 4.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.24 to $29.07, 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 in footnote (6) to this Form 4.

F7: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.26 to $29.47, 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 in footnote (7) to this Form 4.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.24 to $28.93, 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 in footnote (8) to this Form 4.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.29 to $30.27, 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 in footnote (9) to this Form 4.

F10: Price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.32 to $30.54, 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 in footnote (10) to this form 4.

F11: Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. Goldfield and Carol Maud Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust.

F12: Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Carol Maud Goldfield, Trustees Burton M. Goldfield and Carol Maud Goldfield Trust, u/a/d 12/6/00.

F13: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 9, 2012, and 1/48th of the total number of shares vesting each month thereafter. The option is also subject to accelerated vesting upon certain events.