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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	M	2176	—	Acquired	84226	Direct
2016-08-15	Common Stock	M	8617	—	Acquired	92843	Direct
2016-08-15	Common Stock	F	5019	$20.99	Disposed	87824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2016-08-15	Restricted Stock Units	$	M	8617	Disposed		Common Stock (8617.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1286460	Indirect
Common Stock	145000	Indirect

Footnotes

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

F2: 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.

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