TRINET GROUP, INC. — Director's Dealing 2015

Mar 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2015-03-05

Reporting Person: PORTER WILLIAM (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	S	2000	$33.16	Disposed	328000	Indirect
2015-03-05	Common Stock	S	2000	$33.16	Disposed	326000	Indirect
2015-03-05	Common Stock	S	2000	$33.16	Disposed	324000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Employee Stock Option (right to buy)	$33.51	A	27053	Acquired	2025-03-05	Common Stock (27053)	Direct
2015-03-05	Restricted Stock Units	$	A	10943	Acquired		Common Stock (10943)	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 December 8, 2014.

F2: The Reporting Person is a trustee of shares held by trusts for Reporting Person's three sons.

F3: Option is subject to a 4-year vesting schedule, with 1/16 of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the Grant Date. The Option is also subject to accelerated vesting upon certain events.

F4: Each Restricted Stock Unit represents a contingent right to receive one share of TNET common stock.

F5: Restricted Stock Unit is subject to a 4-year vesting schedule, 1/16 of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the Grant Date. The Restricted Stock Unit is also subject to accelerated vesting upon certain events.