TRINET GROUP, INC. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2019-02-15

Reporting Person: Murphy Michael P (PRINCIPAL ACCOUNTING OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	5000	—	Acquired	51963	Direct
2019-02-15	Common Stock	F	1822	$49.53	Disposed	50141	Direct
2019-02-15	Common Stock	M	279	—	Acquired	52645	Direct
2019-02-15	Common Stock	F	97	$49.53	Disposed	52548	Direct
2019-02-15	Common Stock	F	69	$49.53	Disposed	52479	Direct
2019-02-20	Common Stock	S	871	$60.92	Disposed	51608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000.0)	Direct
2019-02-15	Restricted Stock Units	$	M	279	Disposed		Common Stock (279.0)	Direct

Footnotes

F1: Includes 25,000 unvested restricted stock units ("RSUs") from an award of 80,000 RSUs originally granted on August 7, 2016 and were previously reported in Table II of a Form 3 filed by the Reporting Person on May 12, 2017 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs are 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 RSUs are also subject to accelerated vesting upon certain events.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on August 7, 2016.

F4: Includes 2,225 unvested restricted stock units ("RSUs") from an award of 4,450 RSUs originally granted on March 24, 2017 and were previously reported in Table II of a Form 3 filed by the Reporting Person on May 12, 2017 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs are 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 RSUs are also subject to accelerated vesting upon certain events.

F5: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 24, 2017.

F6: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on August 8, 2018.

F7: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F8: On August 7, 2016, the Reporting Person was granted 80,000 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events. Such RSUs are now being reported as common stock and included in Column 5 of Table I.

F9: On March 24, 2017, the Reporting Person was granted 4,450 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events. Such RSUs are now being reported as common stock and included in Column 5 of Table I.