TRINET GROUP, INC. — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-03-02

Reporting Person: Babinec Martin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	14663	—	Acquired	14663	Direct
2017-03-02	Common Stock	S	14663	$28.6951	Disposed	0	Direct
2017-03-02	Common Stock	S	15000	$28.6965	Disposed	4202036	Indirect
2017-03-03	Common Stock	G	20000	—	Disposed	4182036	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Restricted Stock Units	$	M	14663	Disposed		Common Stock (14663.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	855724	Indirect

Footnotes

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

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.47 to $29.02, 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.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.47 to $29.00, 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.

F4: Shares are held directly by Martin and Krista Babinec, Trustees of The Babinec Family Trust. Reporting Person is a Trustee and has sole voting and investment power over the shares held by The Babinec Family Trust.

F5: Shares are held directly by Babinec 2008 Children's Trust. Reporting Person is a Trustee and shares voting and investment power over the shares held by Babinec 2008 Children's Trust.

F6: The Restricted Stock Units vested 100% on February 5, 2017 and settled on March 2, 2017. The Restricted Stock Units are also subject to accelerated vesting upon certain events.