TRINET GROUP, INC. — Director's Dealing 2015

Jun 3, 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: Goldfield Burton M. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	A	1000	$25.245	Acquired	1000	Direct
2015-05-15	Common Stock	M	2176	—	Acquired	3176	Direct
2015-05-15	Common Stock	F	1136	$29.72	Disposed	2040	Direct
2015-06-01	Common Stock	S	5000	$25.81	Disposed	155000	Indirect
2015-06-01	Common Stock	S	5000	$25.81	Disposed	1320130	Indirect
2015-06-01	Common Stock	M	10000	$1.4475	Acquired	12040	Direct
2015-06-01	Common Stock	S	7200	$29.6483	Disposed	4840	Direct
2015-06-01	Common Stock	S	2800	$29.8807	Disposed	2040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176)	Direct
2015-06-01	Employee Stock Option (right to buy)	$1.4475	M	10000	Disposed	2023-03-13	Common Stock (10000)	Direct

Footnotes

F1: 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).

F2: Restricted Stock Units convert into common stock on a one-for-one basis.

F3: 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.

F4: 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.

F5: 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.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 28.81 to $29.7905, 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 29.81 to $29.96, 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: On March 5, 2015, the reporting person was granted 34,816 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.

F9: 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.