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: Boston Barrett (SVP, CHIEF REVENUE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	1776	—	Acquired	30706	Direct
2019-02-15	Common Stock	F	712	$49.53	Disposed	29994	Direct
2019-02-15	Common Stock	F	111	$49.53	Disposed	29883	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$	M	1776	Disposed		Common Stock (1776.0)	Direct

Footnotes

F1: Includes 17,752 unvested restricted stock units ("RSUs") from an award of 28,403 RSUs originally granted on November 14, 2017 and were previously reported in Table II of a Form 4 filed by the Reporting Person on November 16, 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 November 14, 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 November 14, 2017, the Reporting Person was granted 28,403 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.