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TRINET GROUP, INC. Director's Dealing 2017

May 17, 2017

31268_dirs_2017-05-17_43093e07-58f0-4c6b-9f33-75ff4d4cd8d9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-05-15

Reporting Person: Griese Edward (SR. VP, INSURANCE SERVICES)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-15 Common Stock A 1000 $19.69 Acquired 2000 Direct
2017-05-15 Common Stock M 6250 Acquired 8250 Direct
2017-05-15 Common Stock M 439 Acquired 8689 Direct
2017-05-15 Common Stock F 2260 $30.83 Disposed 6429 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-15 Restricted Stock Units $ M 6250 Disposed Common Stock (6250.0) Direct
2017-05-15 Restricted Stock Units $ M 439 Disposed Common Stock (439.0) Direct

Footnotes

F1: 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).

F2: Restricted Stock Units convert into common stock on a one-for-one basis.

F3: 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.

F4: On March 10, 2016, Reporting Person was granted 100,000 Restricted Stock Units, subject to a 4-year vesting schedule. 1/4th of the total number of shares vesting on the first anniversary of the Grant Date, and thereafter 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 event.

F5: On March 24, 2017, Reporting Person was granted 7,035 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.