TRINET GROUP, INC. — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-02-05

Reporting Person: BINGHAM H RAYMOND (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-05	Common Stock	M	21995	—	Acquired	21995	Direct
2017-02-05	Common Stock	G	10997	—	Disposed	10998	Direct
2017-02-05	Common Stock	G	10997	—	Acquired	305956	Indirect
2017-02-06	Common Stock	S	10998	$24.8119	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-05	Restricted Stock Units	$	M	21995	Disposed		Common Stock (21995.0)	Direct

Footnotes

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

F2: Reporting Person is a Trustee and shares voting and investment power over the shares held by the Raymond and Kristin Bingham Revocable Trust, H. Raymond Bingham and Kristin B. Bingham Trustees, u/a/d September 16, 2004, amended July 20, 2009.

F3: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.63 to $25.02, 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.

F5: The Restricted Stock Units vested 100% on February 5, 2017. The Restricted Stock Units are also subject to accelerated vesting upon certain events.