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: 2015-02-12

Reporting Person: Babinec Martin (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	S	29800	$33.1532	Disposed	4221220	Indirect
2015-03-05	Common Stock	S	200	$33.765	Disposed	4221020	Indirect
2015-03-05	Common Stock	M	20000	$10.98	Acquired	20000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Stock Option (Right to Buy)	$35.73	A	20000	Acquired	2025-02-12	Common Stock (20000)	Direct
2015-03-05	Stock Option (Right to Buy)	$10.98	M	20000	Disposed	2024-02-11	Common Stock (20000)	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 16, 2014.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.71 to $33.69, 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: Shares are held directly by Martin and Krista Babinec, Trustees of The Babinec Family Trust. Reporting Owner is a Trustee and has sole voting and investment power over the shares held by The Babinec Family Trust.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.76 to $33.77, 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: Option is subject to a 1-year vesting schedule, with 100% vesting upon the 12-month anniversary of February 12, 2015. The option is also subject to accelerated vesting upon certain events.

F6: Option is subject to a 1-year vesting schedule, with 100% vesting upon the 12-month anniversary of February 11, 2014. The option is also subject to accelerated vesting upon certain events.