TRINET GROUP, INC. — Director's Dealing 2018

Jan 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2018-01-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-17	Common Stock	M	3645	$1.4475	Acquired	32234	Direct
2018-01-17	Common Stock	S	3645	$41.7812	Disposed	28590	Direct
2018-01-17	Common Stock	S	5832	$41.7817	Disposed	1211326	Indirect
2018-01-17	Common Stock	S	8332	$41.7745	Disposed	64076	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-17	Employee Stock Option (right to buy)	$1.4475	M	3645	Disposed	2023-03-13	Common Stock (3645.0)	Direct

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 $41.58 to $42.17, 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: The total amount of securities beneficially owned directly was corrected to reflect the one additional share acquired in the November 15, 2017 purchase 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).

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.58 to $42.24, 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.

F5: 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.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.55 to $42.185, 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.

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: 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.