TRINET GROUP, INC. — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-13	Common Stock	A	1000	$15.64	Acquired	75314	Direct
2016-05-15	Common Stock	M	2176	—	Acquired	77490	Direct
2016-05-15	Common Stock	F	818	$18.75	Disposed	76672	Direct
2016-05-15	Common Stock	M	8617	—	Acquired	85289	Direct
2016-05-15	Common Stock	F	3239	$18.75	Disposed	82050	Direct
2016-05-06	Common Stock	G	1405	—	Disposed	1311585	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2016-05-15	Restricted Stock Units	$	M	8617	Disposed		Common Stock (8617.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150000	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: 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: 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.

F5: 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.

F6: On January 4, 2016, the Reporting Person was granted 137,868 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.