TRINET GROUP, INC. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Common Stock	M	622	—	Acquired	107339	Direct
2016-02-15	Common Stock	M	3118	—	Acquired	110457	Direct
2016-02-15	Common Stock	F	1373	$12.68	Disposed	109084	Direct
2016-02-16	Common Stock	M	5000	$0.50	Acquired	114084	Direct
2016-02-16	Common Stock	S	5000	$12.9405	Disposed	109084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units	$	M	622	Disposed		Common Stock (622.0)	Direct
2016-02-15	Restricted Stock Units	$	M	3118	Disposed		Common Stock (3118.0)	Direct
2016-02-16	Employee Stock Option (right to buy)	$0.5	M	5000	Disposed	2022-02-09	Common Stock (5000.0)	Direct

Footnotes

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

F2: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 16, 2015.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.88 to $13.00, inclusive. The reporting person undertakes to provide to TriNet Group, Inc., any security holder of TriNet Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: On March 5, 2015, the Reporting Person was granted 9,948 restricted stock units, subject to a 4-year vesting schedule, 1/16th 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.

F5: On January 4, 2016, the Reporting Person was granted 49,895 restricted stock units, subject to a 4-year vesting schedule, 1/16th 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: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 9, 2012, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events