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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	2176	—	Acquired	173985	Direct
2019-02-15	Common Stock	F	753	$49.53	Disposed	173232	Direct
2019-02-15	Common Stock	M	8616	—	Acquired	207699	Direct
2019-02-15	Common Stock	F	2980	$49.53	Disposed	204719	Direct
2019-02-15	Common Stock	M	3571	—	Acquired	236853	Direct
2019-02-15	Common Stock	F	1335	$49.53	Disposed	235518	Direct
2019-02-15	Common Stock	F	1302	$49.53	Disposed	234216	Direct
2019-02-20	Common Stock	M	7500	$10.98	Acquired	241716	Direct
2019-02-20	Common Stock	S	10519	$60.7748	Disposed	231197	Direct
2019-02-20	Common Stock	S	100	$61.26	Disposed	231097	Direct
2019-02-20	Common Stock	S	7500	$60.92	Disposed	223597	Direct
2019-02-20	Common Stock	S	7500	$60.92	Disposed	1059056	Indirect
2019-02-20	Common Stock	S	1902	$60.92	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	2176	Disposed		Common Stock (2176.0)	Direct
2019-02-15	Restricted Stock Units	$	M	8616	Disposed		Common Stock (8616.0)	Direct
2019-02-15	Restricted Stock Units	$	M	3571	Disposed		Common Stock (3571.0)	Direct
2019-02-20	Employee Stock Option (right to buy)	$10.98	M	7500	Disposed	2024-02-11	Common Stock (7500.0)	Direct

Footnotes

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

F2: 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 5, 2015.

F3: Includes 25,851 unvested restricted stock units ("RSUs") from an award of 137,868 RSUs originally granted on January 4, 2016 and were previously reported in Table II of a Form 4 filed by the Reporting Person on January 6, 2016 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.

F4: 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 January 4, 2016.

F5: Includes 28,563 unvested restricted stock units ("RSUs") from an award of 57,126 RSUs originally granted on March 24, 2017 and were previously reported in Table II of a Form 4 filed by the Reporting Person on March 28, 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.

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 March 24, 2017.

F7: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock awards granted on March 8, 2018.

F8: The exercise of stock options reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F9: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F10: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.23 to $61.145, 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.

F11: 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.

F12: 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.

F13: On March 5, 2015, the Reporting Person was granted 34,816 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.

F14: On January 4, 2016, the Reporting Person was granted 137,868 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.

F15: On March 24, 2017, the Reporting Person was granted 57,126 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.

F16: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2014, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.