TRINET GROUP, INC. — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2015-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	S	3073	$30.5662	Disposed	181927	Indirect
2015-01-02	Common Stock	S	2935	$30.5637	Disposed	1348625	Indirect
2015-01-02	Common Stock	M	2861	$.50	Acquired	2861	Direct
2015-01-02	Common Stock	S	2861	$30.5881	Disposed	0	Direct
2015-01-05	Common Stock	S	2065	$30.3153	Disposed	179862	Indirect
2015-01-05	Common Stock	S	1927	$30.3259	Disposed	1346698	Indirect
2015-01-05	Common Stock	M	7139	$.50	Acquired	7139	Direct
2015-01-05	Common Stock	S	7139	$30.1262	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Employee Stock Option (right to buy)	$.50	M	2861	Disposed	2022-03-06	Common Stock (2861)	Direct
2015-01-05	Employee Stock Option (right to buy)	$.50	M	7139	Disposed	2022-03-06	Common Stock (7139)	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 $30.24 to $31.00, 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 $30.29 to $31.05, 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 $30.24 to $31.05, 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 $30.18 to $30.44, 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 $30.18 to $30.46, 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 $29.91 to $30.43, 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: 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.

F9: 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.

F10: 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.