SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Turner John W

(Last) (First) (Middle)
TRINET GROUP, INC.
1100 SAN LEANDRO BLVD., STE. 400

(Street)
SAN LEANDRO CA 94577

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRINET GROUP INC [ TNET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SR. VP of SALES
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2016 M 622 A (1) 107,339 D
Common Stock 02/15/2016 M 3,118 A (1) 110,457 D
Common Stock 02/15/2016 F 1,373 D $12.68 109,084 D
Common Stock 02/16/2016 M 5,000 A $0.5 114,084 D
Common Stock 02/16/2016 S (2) 5,000 D $12.9405 (3) 109,084 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/15/2016 M 622 (4) (4) Common Stock 622 $0 7,461 D
Restricted Stock Units (1) 02/15/2016 M 3,118 (5) (5) Common Stock 3,118 $0 46,777 D
Employee Stock Option (right to buy) $0.5 02/16/2016 M 5,000 (6) 02/09/2022 Common Stock 5,000 $0 148,292 D
Explanation of Responses:
1. Restricted Stock Units convert into common stock on a one-for-one basis.
2. The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 16, 2015.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.88 to $13.00, 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 in footnote (3) to this Form 4.
4. On March 5, 2015, the Reporting Person was granted 9,948 restricted stock units, subject to a 4-year vesting schedule, 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. The Restricted Stock Unit is also subject to accelerated vesting upon certain events.
5. On January 4, 2016, the Reporting Person was granted 49,895 restricted stock units, subject to a 4-year vesting schedule, 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. The Restricted Stock Unit is also subject to accelerated vesting upon certain events.
6. Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 9, 2012, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events
Remarks:
/s/ Helen Hong, Attorney-in-fact 02/17/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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