TRINET GROUP, INC. — Director's Dealing 2018

Feb 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2018-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	M	2176	—	Acquired	30766	Direct
2018-02-15	Common Stock	M	8616	—	Acquired	39382	Direct
2018-02-15	Common Stock	M	3570	—	Acquired	42952	Direct
2018-02-15	Common Stock	F	4968	$41.36	Disposed	37984	Direct
2018-02-20	Common Stock	S	9394	$41.0351	Disposed	28590	Direct
2018-02-20	Common Stock	M	3645	$1.4475	Acquired	32235	Direct
2018-02-20	Common Stock	S	3645	$40.86	Disposed	28590	Direct
2018-02-20	Common Stock	S	5832	$40.86	Disposed	1205494	Indirect
2018-02-20	Common Stock	S	8332	$40.86	Disposed	55744	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2018-02-15	Restricted Stock Units	$	M	8616	Disposed		Common Stock (8616.0)	Direct
2018-02-15	Restricted Stock Units	$	M	3570	Disposed		Common Stock (3570.0)	Direct
2018-02-20	Employee Stock Option (right to buy)	$1.4475	M	3645	Disposed	2023-03-13	Common Stock (3645.0)	Direct

Footnotes

F1: Restricted Stock Units convert into common stock on a one-for-one basis.

F2: 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.

F3: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.49 to $41.39, 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: 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.