TRINET GROUP, INC. — Director's Dealing 2021

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2021-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Common Stock	G	12820	—	Disposed	447768	Indirect
2021-05-15	Common Stock	F	1302	$80.24	Disposed	230724	Direct
2021-05-15	Common Stock	F	1004	$80.24	Disposed	229720	Direct
2021-05-15	Common Stock	F	1905	$80.24	Disposed	227815	Direct
2021-05-15	Common Stock	F	1111	$80.24	Disposed	226704	Direct
2021-05-17	Common Stock	S	9940	$79.078	Disposed	437828	Indirect
2021-05-17	Common Stock	S	1726	$79.5976	Disposed	436102	Indirect
2021-05-18	Common Stock	S	3715	$78.7142	Disposed	222989	Direct
2021-05-18	Common Stock	S	1694	$79.2253	Disposed	221295	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

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 February 28, 2020.

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 unit award granted on March 15, 2021.

F6: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F7: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.54 to $79.51, 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.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.55 to $79.93, 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.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 to $79.13, 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.

F10: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.20 to $79.30, 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.