TRINET GROUP, INC. — Director's Dealing 2017

May 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2017-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-12	Common Stock	S	7965	$30.872	Disposed	1253865	Indirect
2017-05-15	Common Stock	A	1000	$19.69	Acquired	9797	Direct
2017-05-15	Common Stock	M	2176	—	Acquired	11973	Direct
2017-05-15	Common Stock	M	8617	—	Acquired	20590	Direct
2017-05-15	Common Stock	M	3570	—	Acquired	24160	Direct
2017-05-15	Common Stock	F	7496	$30.83	Disposed	16664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2017-05-15	Restricted Stock Units	$	M	8617	Disposed		Common Stock (8617.0)	Direct
2017-05-15	Restricted Stock Units	$	M	3570	Disposed		Common Stock (3570.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	122400	Indirect

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 $30.52 to $31.15, 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: 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.

F4: 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).

F5: Restricted Stock Units convert into common stock on a one-for-one basis.

F6: 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.

F7: 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.

F8: On March 5, 2015, the Reporting Person was granted 34,816 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.

F9: On January 4, 2016, the Reporting Person was granted 137,868 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.

F10: On March 24, 2017, the Reporting Person was granted 57,126 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.