TRINET GROUP, INC. — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-30	Common Stock	M	10000	$1.4475	Acquired	21376	Direct
2016-11-30	Common Stock	S	5000	$25.253	Disposed	16376	Direct
2016-11-30	Common Stock	S	5000	$25.2555	Disposed	11376	Direct
2016-11-30	Common Stock	S	5000	$25.252	Disposed	1297571	Indirect
2016-11-30	Common Stock	S	5000	$25.2519	Disposed	1292571	Indirect
2016-11-30	Common Stock	S	2000	$25.30	Disposed	130000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-30	Employee Stock Option (right to buy)	$1.4475	M	10000	Disposed	2023-03-13	Common Stock (10000.0)	Direct

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 $25.15 to $25.31, 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 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: 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.