TRINET GROUP, INC. — Director's Dealing 2015

Jun 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2015-05-15

Reporting Person: Turner John W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	M	621	—	Acquired	104381	Direct
2015-05-15	Common Stock	F	325	$29.72	Disposed	104056	Direct
2015-05-15	Common Stock	A	857	$25.245	Acquired	104913	Direct
2015-06-03	Common Stock	M	10000	$.5000	Acquired	114913	Direct
2015-06-03	Common Stock	S	10000	$29.3003	Disposed	104913	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Restricted Stock Units	$	M	621	Disposed		Common Stock (621)	Direct
2015-06-03	Employee Stock Option (right to buy)	$.5	M	10000	Disposed	2022-02-09	Common Stock (10000)	Direct

Footnotes

F1: Restricted Stock Units convert into common stock on a one-for-one basis.

F2: Reporting owner inadvertently reported the incorrect amount of securities beneficially owned following reported transactions in prior Form 4s filed in 2015 which was not due to an error in or omission of an actual transaction.

F3: These shares were acquired under the TriNet Group, Inc 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

F4: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 15, 2014.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.915 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 (5) to this Form 4.

F6: On March 5, 2015, the reporting person was granted 9,948 restricted stock units, 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.

F7: 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.