TRINET GROUP, INC. — Director's Dealing 2016

Nov 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-11-23

Reporting Person: Goldfield Burton M. (Director, PRESIDENT, CEO and DIRECTOR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-23	Common Stock	M	45000	$1.4475	Acquired	56376	Direct
2016-11-23	Common Stock	S	45000	$25.01	Disposed	11376	Direct
2016-11-23	Common Stock	S	9000	$25.01	Disposed	132000	Indirect
2016-11-23	Common Stock	S	45000	$25.01	Disposed	1302571	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-23	Employee Stock Option (right to buy)	$1.4475	M	45000	Disposed	2023-03-13	Common Stock (45000.0)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F2: Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. Goldfield and Maud Carol Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust.

F3: Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Maud Carol Goldfield, Trustees, Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00.

F4: 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.