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: Mickelsen Brady (SVP, CLO & SECRETARY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-07	Common Stock	G	4000	—	Disposed	55833	Direct
2018-05-15	Common Stock	A	579	$36.68	Acquired	56412	Direct
2018-05-15	Common Stock	M	5000	—	Acquired	61412	Direct
2018-05-15	Common Stock	M	4924	—	Acquired	66336	Direct
2018-05-15	Common Stock	M	825	—	Acquired	67161	Direct
2018-05-15	Common Stock	F	5576	$52.63	Disposed	61585	Direct
2018-05-17	Common Stock	S	5002	$52.3716	Disposed	56583	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000.0)	Direct
2018-05-15	Restricted Stock Units	$	M	4924	Disposed		Common Stock (4924.0)	Direct
2018-05-15	Restricted Stock Units	$	M	825	Disposed		Common Stock (825.0)	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: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.71 to $52.51, 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.

F6: On August 21, 2015, the Reporting Person was granted 80,000 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 Units are also subject to accelerated vesting upon certain events.

F7: On January 4, 2016, the Reporting Person was granted 78,782 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 March 24, 2017, the Reporting Person was granted 13,191 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.