TRINET GROUP, INC. — Director's Dealing 2017

Apr 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-04-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Common Stock	M	5337	$0.50	Acquired	14134	Direct
2017-04-12	Common Stock	S	2666	$28.1632	Disposed	11468	Direct
2017-04-12	Common Stock	S	2671	$28.1579	Disposed	8797	Direct
2017-04-12	Common Stock	S	2726	$28.1543	Disposed	1300139	Indirect
2017-04-12	Common Stock	S	2636	$28.169	Disposed	1297503	Indirect
2017-04-12	Common Stock	S	1900	$28.193	Disposed	128100	Indirect
2017-04-12	Common Stock	S	1900	$28.1941	Disposed	126200	Indirect
2017-04-13	Common Stock	M	4663	$0.50	Acquired	13460	Direct
2017-04-13	Common Stock	S	3202	$27.9016	Disposed	10258	Direct
2017-04-13	Common Stock	S	1461	$27.8896	Disposed	8797	Direct
2017-04-13	Common Stock	S	3274	$27.9019	Disposed	1294229	Indirect
2017-04-13	Common Stock	S	3364	$27.9063	Disposed	1290865	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Employee Stock Option (right to buy)	$0.5	M	5337	Disposed	2022-03-06	Common Stock (5337.0)	Direct
2017-04-13	Employee Stock Option (right to buy)	$0.5	M	4663	Disposed	2022-03-06	Common Stock (4663.0)	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 $28.01 to $28.55, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.99 to $28.55, 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.

F4: 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.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.02 to $28.55, 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: 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.

F7: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.75 to $28.00, 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 herein.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.77 to $27.99, 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.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.76 to $28.01, 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.

F10: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.75 to $28.02, 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.

F11: 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.