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TRINET GROUP, INC. Director's Dealing 2018

May 18, 2018

31268_dirs_2018-05-17_e963885b-b516-4f82-b432-4a7cdf402b13.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Griese Edward (SR. VP, INSURANCE SERVICES)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-05-15 Common Stock A 233 $36.68 Acquired 24385 Direct
2018-05-15 Common Stock M 6250 Acquired 30635 Direct
2018-05-15 Common Stock M 440 Acquired 31075 Direct
2018-05-15 Common Stock F 1726 $52.63 Disposed 29349 Direct
2018-05-17 Common Stock S 4553 $52.51 Disposed 24796 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-05-15 Restricted Stock Units $ M 6250 Disposed Common Stock (6250.0) Direct
2018-05-15 Restricted Stock Units $ M 440 Disposed Common Stock (440.0) 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 to 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: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F5: On March 10, 2016, the Reporting Person was granted 100,000 Restricted Stock Units, subject to a 4-year vesting schedule: one-fourth of the total number of shares vesting on the first anniversary of the grant date, and thereafter 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 Unit is also subject to accelerated vesting upon certain event.

F6: On March 24, 2017, the Reporting Person was granted 7,035 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.