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: Hammond Gregory L (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-01	Common Stock	S	2742	$27.764	Disposed	347096	Indirect
2014-12-01	Common Stock	S	1078	$28.6873	Disposed	346018	Indirect
2014-12-01	Common Stock	S	17445	$29.7718	Disposed	328573	Indirect
2014-12-01	Common Stock	S	600	$30.4483	Disposed	327973	Indirect
2014-12-01	Common Stock	M	1252	$.50	Acquired	1252	Direct
2014-12-01	Common Stock	S	450	$28.3889	Disposed	802	Direct
2014-12-01	Common Stock	S	802	$29.2936	Disposed	0	Direct
2014-12-01	Common Stock	M	3166	$.50	Acquired	3166	Direct
2014-12-01	Common Stock	S	1766	$27.8235	Disposed	1400	Direct
2014-12-01	Common Stock	S	700	$28.6343	Disposed	700	Direct
2014-12-01	Common Stock	S	700	$29.3986	Disposed	0	Direct
2014-12-01	Common Stock	M	2020	$1.4475	Acquired	2020	Direct
2014-12-01	Common Stock	S	714	$28.6918	Disposed	1306	Direct
2014-12-01	Common Stock	S	1306	$29.3787	Disposed	0	Direct
2014-12-02	Common Stock	S	5045	$29.2745	Disposed	322928	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Stock Option (Right to Buy)	$.50	M	1252	Disposed	2020-08-17	Common Stock (1252)	Direct
2014-12-01	Stock Option (Right to Buy)	$.50	M	3166	Disposed	2022-02-09	Common Stock (3166)	Direct
2014-12-01	Stock Option (Right to Buy)	$1.4475	M	2020	Disposed	2023-03-13	Common Stock (2020)	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 30, 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 $28.16, 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 $29.20, 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 $29.31 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 (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 $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 (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 $27.81 to $28.78, 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 $29.07 to $29.75, 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 $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 s8eparate 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 $28.23 to $29.20, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.31 to $29.75, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.13 to $28.81, 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 (11) to this Form 4.

F12: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.20 to $29.75, 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 (12) to this Form 4.

F13: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.87 to $29.63, 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 (13) to this Form 4.

F14: The reporting person is the trustee of the Gregory Lewis Hammond Living Trust and has sole voting and dispositive power over the shares held by the trust.

F15: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of August 17, 2010, and 1/48th of the total number of shares vesting each month thereafter. The option is also subject to accelerated vesting upon certain events.

F16: 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.

F17: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2013, and 1/48th of the total number of shares vesting each month thereafter. The option is also subject to accelerated vesting upon certain events.