TRINET GROUP, INC. — Director's Dealing 2023

Sep 27, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP, INC. (TNET)
CIK: 0000937098
Period of Report: 2023-09-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-22	Common Stock	M	2786	$10.98	Acquired	173489	Direct
2023-09-22	Common Stock	S	2786	$115.9926	Disposed	170703	Direct
2023-09-25	Common Stock	M	10358	$33.51	Acquired	181061	Direct
2023-09-25	Common Stock	S	688	$114.3025	Disposed	180373	Direct
2023-09-25	Common Stock	S	9670	$115.0928	Disposed	170703	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-22	Employee Stock Option (right to buy)	$10.98	M	2786	Disposed	2024-02-11	Common Stock (2786)	Direct
2023-09-25	Employee Stock Option (right to buy)	$33.51	M	10358	Disposed	2025-03-05	Common Stock (10358)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	369744	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 $115.69 to $116.38, 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 $113.70 to $114.63, 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 $114.7250 to $115.62, 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: 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.

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.