TRINET GROUP, INC. — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-25	Common Stock	G	82050	—	Disposed	5774	Direct
2016-08-25	Common Stock	G	82050	—	Acquired	1368510	Indirect
2016-09-06	Common Stock	G	939	—	Disposed	1367571	Indirect
2016-11-11	Common Stock	M	17237	$1.4475	Acquired	23011	Direct
2016-11-11	Common Stock	S	17237	$22.50	Disposed	5774	Direct
2016-11-11	Common Stock	S	1000	$22.50	Disposed	144000	Indirect
2016-11-11	Common Stock	S	5000	$22.50	Disposed	1362571	Indirect
2016-11-14	Common Stock	M	2763	$1.4475	Acquired	8537	Direct
2016-11-14	Common Stock	S	2763	$22.50	Disposed	5774	Direct
2016-11-14	Common Stock	S	3000	$22.50	Disposed	141000	Indirect
2016-11-14	Common Stock	S	15000	$22.50	Disposed	1347571	Indirect
2016-11-15	Common Stock	A	442	$16.16	Acquired	6216	Direct
2016-11-15	Common Stock	M	2176	—	Acquired	8392	Direct
2016-11-15	Common Stock	M	8617	—	Acquired	17009	Direct
2016-11-15	Common Stock	F	5633	$22.56	Disposed	11376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Employee Stock Option (right to buy)	$1.4475	M	17237	Disposed	2023-03-13	Common Stock (17237.0)	Direct
2016-11-14	Employee Stock Option (right to buy)	$1.4475	M	2763	Disposed	2023-03-13	Common Stock (2763.0)	Direct
2016-11-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2016-11-15	Restricted Stock Units	$	M	8617	Disposed		Common Stock (8617.0)	Direct

Footnotes

F1: 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.

F2: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F3: 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.

F4: 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).

F5: Restricted Stock Units convert into common stock on a one-for-one basis.

F6: 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.

F7: 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.

F8: 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.

F9: 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.