TRINET GROUP, INC. — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-08-15

Reporting Person: PORTER WILLIAM (CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	M	684	—	Acquired	545010	Direct
2016-08-15	Common Stock	M	1641	—	Acquired	546651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	M	684	Disposed		Common Stock (684.0)	Direct
2016-08-15	Restricted Stock Units	$	M	1641	Disposed		Common Stock (1641.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	312000	Indirect

Footnotes

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

F2: The Reporting Person is a Trustee of shares held by irrevocable trusts for Reporting Person's three sons, for which Reporting Person has sole voting and investment power.

F3: On March 5, 2015, the Reporting Person was granted 10,943 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 Units are also subject to accelerated vesting upon certain events.

F4: On January 4, 2016, the Reporting Person was granted 26,261 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 Units are also subject to accelerated vesting upon certain events.