TRINET GROUP, INC. — Director's Dealing 2020

May 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2020-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-15	Common Stock	S	4500	$43.145	Disposed	762399	Indirect
2020-05-15	Common Stock	F	1771	$43.75	Disposed	160621	Direct
2020-05-15	Common Stock	F	1302	$43.75	Disposed	159319	Direct
2020-05-15	Common Stock	F	1004	$43.75	Disposed	158315	Direct
2020-05-15	Common Stock	F	1905	$43.75	Disposed	156410	Direct
2020-05-18	Common Stock	S	1500	$46.8777	Disposed	760899	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.68 to $43.45, 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.

F3: Shares held directly by the Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00 (the "Trust"). The Reporting Person and his spouse serve as trustees and beneficiaries of the Trust.

F4: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 24, 2017.

F5: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock award granted on March 8, 2018.

F6: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 18, 2019.

F7: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on February 28, 2020.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.52 to $47.30, 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.