TRINET GROUP, INC. — Director's Dealing 2022

Feb 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2022-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	F	909	$84.41	Disposed	133282	Direct
2022-02-15	Common Stock	F	701	$84.41	Disposed	132581	Direct
2022-02-15	Common Stock	F	1329	$84.41	Disposed	131252	Direct
2022-02-15	Common Stock	F	866	$84.41	Disposed	130386	Direct
2022-02-16	Common Stock	S	2303	$82.5062	Disposed	426395	Indirect
2022-02-16	Common Stock	S	666	$83.6131	Disposed	425729	Indirect
2022-02-16	Common Stock	S	1008	$84.1738	Disposed	424721	Indirect
2022-02-16	Common Stock	S	190	$85.2353	Disposed	424531	Indirect
2022-02-17	Common Stock	M	2000	$10.98	Acquired	132386	Direct
2022-02-17	Common Stock	S	2000	$90.9684	Disposed	130386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-17	Employee Stock Option (right to buy)	$10.98	M	2000	Disposed	2024-02-11	Common Stock (2000.0)	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 award granted on March 8, 2018.

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 unit award granted on March 18, 2019.

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 February 28, 2020.

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 15, 2021.

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 $82.05 to $83.04, 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.

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 $83.07 to $84.01, 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 $84.07 to $85.06, 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 $85.19 to $85.3950, 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 exercise reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F12: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.56 to $91.07, 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.

F13: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2014, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.