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: BECKERT RICHARD J (SVP, CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	2840	—	Acquired	116979	Direct
2019-02-15	Common Stock	F	1054	$49.53	Disposed	115925	Direct
2019-02-15	Common Stock	F	250	$49.53	Disposed	115675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	2840	Disposed		Common Stock (2840.0)	Direct

Footnotes

F1: Includes 25,561 unvested restricted stock units ("RSUs") from an award of 45,441 RSUs originally granted on July 17, 2017 and were previously reported in Table II of a Form 4 filed by the Reporting Person on July 19, 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 July 17, 2017.

F4: 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.

F5: On July 17, 2017, the Reporting Person was granted 45,441 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.