TRINET GROUP, INC. — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Mickelsen Brady (SVP, CLO & SECRETARY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	A	1000	$19.69	Acquired	31741	Direct
2017-05-15	Common Stock	M	5000	—	Acquired	36741	Direct
2017-05-15	Common Stock	M	4924	—	Acquired	41665	Direct
2017-05-15	Common Stock	M	824	—	Acquired	42489	Direct
2017-05-15	Common Stock	F	4041	$30.83	Disposed	38448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000.0)	Direct
2017-05-15	Restricted Stock Units	$	M	4924	Disposed		Common Stock (4924.0)	Direct
2017-05-15	Restricted Stock Units	$	M	824	Disposed		Common Stock (824.0)	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 August 21, 2015, the Reporting Person was granted 80,000 Restricted Stock Units, subject to a 4-year vesting schedule. 1/4 of the total number of shares vesting on the first anniversary of the grant date, and thereafter 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.

F5: On January 4, 2016, the Reporting Person was granted 78,782 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.

F6: On March 24, 2017, the Reporting Person was granted 13,191 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.