TRINET GROUP, INC. — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-12-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-02	Common Stock	M	5000	$0.50	Acquired	11302	Direct
2016-12-02	Common Stock	S	5000	$24.7133	Disposed	6302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-02	Employee Stock Option (right to buy)	$0.5	M	5000	Disposed	2022-02-09	Common Stock (5000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	109084	Indirect

Footnotes

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

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.125 to $25.11, 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 herein.

F3: Reporting Person is a Trustee and shares voting and investment power over the shares held by The Turner 2000 Revocable Trust.

F4: 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.