TRINET GROUP, INC. — Director's Dealing 2018

Mar 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2018-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-06	Common Stock	G	1268	—	Disposed	1204226	Indirect
2018-03-08	Common Stock	A	44122	—	Acquired	72712	Direct
2018-03-08	Common Stock	F	21542	$47.70	Disposed	51170	Direct
2018-03-08	Common Stock	A	42008	—	Acquired	93178	Direct
2018-03-08	Common Stock	A	114251	—	Acquired	207429	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55744	Indirect

Footnotes

F1: 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.

F2: Represents common stock received in settlement of the portion of a performance-based restricted stock unit award made on March 5, 2015 that was determined to be earned based on performance for the period ending December 31, 2017.

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 reported herein.

F4: Represents a grant of a restricted stock award. The restricted stock award is 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 award is also subject to accelerated vesting upon certain events.

F5: Represents the portion of a performance-based restricted stock unit (the "PRSUs") award made on March 24, 2017 that was determined to be earned based on performance for the period ending December 31, 2017. The PRSUs will vest as follows: 50% on December 31, 2018 and 50% on December 31, 2019, subject to continued service through each such date and are subject to accelerated vesting upon certain events. Each PRSU represents a contingent right to receive one share of TNET common stock upon vesting.

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.