TRINET GROUP, INC. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2021-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-15	Common Stock	F	1245	$84.45	Disposed	84828	Direct
2021-02-15	Common Stock	F	909	$84.45	Disposed	83919	Direct
2021-02-15	Common Stock	F	701	$84.45	Disposed	83218	Direct
2021-02-15	Common Stock	F	1574	$84.45	Disposed	81644	Direct
2021-02-16	Common Stock	S	7726	$80.991	Disposed	522860	Indirect
2021-02-16	Common Stock	S	3400	$81.8791	Disposed	519460	Indirect
2021-02-16	Common Stock	S	540	$82.7763	Disposed	518920	Indirect
2021-02-17	Common Stock	S	1173	$75.8867	Disposed	80471	Direct
2021-02-17	Common Stock	S	4716	$78.1811	Disposed	75755	Direct
2021-02-17	Common Stock	S	1747	$79.3338	Disposed	74008	Direct

Footnotes

F1: 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.

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

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.51 to $81.50, 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.

F7: 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.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.52 to $82.36, 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 $82.62 to $82.92, 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 $75.52 to $76.04, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.775 to $78.75, 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.

F12: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.81 to $79.79, 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.