TRINET GROUP, INC. — Director's Dealing 2023

Nov 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2023-11-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-09	Common Stock	M	4058	$33.51	Acquired	174761	Direct
2023-11-09	Common Stock	S	400	$106.5825	Disposed	174361	Direct
2023-11-09	Common Stock	S	3515	$107.6083	Disposed	170846	Direct
2023-11-09	Common Stock	S	143	$108.28	Disposed	170703	Direct
2023-11-10	Common Stock	M	1226	$33.51	Acquired	171929	Direct
2023-11-10	Common Stock	S	973	$107.5631	Disposed	170956	Direct
2023-11-10	Common Stock	S	253	$108.1425	Disposed	170703	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-09	Employee Stock Option (right to buy)	$33.51	M	4058	Disposed	2025-03-05	Common Stock (4058)	Direct
2023-11-10	Employee Stock Option (right to buy)	$33.51	M	1226	Disposed	2025-03-05	Common Stock (1226)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	355181	Indirect

Footnotes

F1: The exercise reported on this Form 4 was effected pursuant to a 10b5-1 trading plan established by the Reporting Person on November 17, 2022 prior to the adoption of final amendments to Rule 10b5-1 on December 14, 2022.

F2: The total securities beneficially owned includes shares of unvested restricted stock units. It excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of certain
performance criteria.

F3: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan established by the Reporting Person on November 17, 2022 prior to the adoption of final amendments to Rule 10b5-1 on December 14, 2022.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.17 to $107.09, 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.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.28 to $108.14, 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.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.97, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.33, 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: 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.

F9: Option is subject to a 4-year vesting schedule, with 1/16th of the total number of shares vesting quarterly on the 15th day of the second month of each calendar quarter following the grant date on March 5, 2015. The Option is also subject to accelerated vesting upon certain events.