TRINET GROUP, INC. — Director's Dealing 2017

Aug 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-08-07

Reporting Person: Murphy Michael P (PRINCIPAL ACCOUNTING OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-07	Common Stock	M	20000	—	Acquired	20649	Direct
2017-08-07	Common Stock	F	7516	$39.71	Disposed	13133	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-07	Restricted Stock Units	$	M	20000	Disposed		Common Stock (20000.0)	Direct

Footnotes

F1: Restricted Stock Units convert into common stock on a one-for-one basis.

F2: 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.

F3: On August 7, 2016, the Reporting Person was granted 80,000 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 Units are also subject to accelerated vesting upon certain events.