TRINET GROUP, INC. — Director's Dealing 2017

Mar 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	A	1000	$16.16	Acquired	1000	Direct
2017-03-10	Common Stock	M	25000	—	Acquired	26000	Direct
2017-03-10	Common Stock	F	6944	$28.88	Disposed	19056	Direct
2017-03-13	Common Stock	S	18056	$29.2842	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-10	Restricted Stock Units	$	M	25000	Disposed		Common Stock (25000.0)	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: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.15 to $29.42, 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.

F6: 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.