TRINET GROUP, INC. — Director's Dealing 2018

May 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2018-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-15	Common Stock	A	579	$36.68	Acquired	208008	Direct
2018-05-15	Common Stock	M	2176	—	Acquired	210184	Direct
2018-05-15	Common Stock	M	8617	—	Acquired	218801	Direct
2018-05-15	Common Stock	M	3570	—	Acquired	222371	Direct
2018-05-15	Common Stock	F	8425	$52.63	Disposed	213946	Direct
2018-05-16	Common Stock	G	350	—	Disposed	1192212	Indirect
2018-05-17	Common Stock	M	3645	$1.4475	Acquired	217591	Direct
2018-05-17	Common Stock	S	10885	$52.51	Disposed	206706	Direct
2018-05-17	Common Stock	S	5832	$52.51	Disposed	1186380	Indirect
2018-05-17	Common Stock	S	8332	$52.51	Disposed	30748	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2018-05-15	Restricted Stock Units	$	M	8617	Disposed		Common Stock (8617.0)	Direct
2018-05-15	Restricted Stock Units	$	M	3570	Disposed		Common Stock (3570.0)	Direct
2018-05-17	Employee Stock Option (right to buy)	$1.4475	M	3645	Disposed	2023-03-13	Common Stock (3645.0)	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 and Restricted Stock Awards.

F4: 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.

F5: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F6: 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.

F7: On March 5, 2015, the Reporting Person was granted 34,816 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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.

F8: On January 4, 2016, the Reporting Person was granted 137,868 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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 March 24, 2017, the Reporting Person was granted 57,126 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2013, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.