TRINET GROUP, INC. — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-11-15

Reporting Person: Turner John W (SR. VP of SALES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	A	347	$16.16	Acquired	4514	Direct
2016-11-15	Common Stock	M	622	—	Acquired	5136	Direct
2016-11-15	Common Stock	M	3118	—	Acquired	8254	Direct
2016-11-15	Common Stock	F	1952	$22.56	Disposed	6302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units	$	M	622	Disposed		Common Stock (622.0)	Direct
2016-11-15	Restricted Stock Units	$	M	3118	Disposed		Common Stock (3118.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	109084	Indirect

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(c) and Rule 16b-3(d).

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

F3: These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units reported herein.

F4: Reporting Person is a Trustee and shares voting and investment power over the shares held by The Turner 2000 Revocable Trust.

F5: 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 Units are also subject to accelerated vesting upon certain events.

F6: On January 4, 2016, the Reporting Person was granted 49,895 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.