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*
Goldfield Burton M.

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT, CEO and DIRECTOR
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2017
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 05/12/2017 S(1) 7,965 D $30.872(2) 1,253,865 I By Trust(3)
Common Stock 05/15/2017 A V 1,000(4) A $19.69 9,797 D
Common Stock 05/15/2017 M 2,176 A (5) 11,973 D
Common Stock 05/15/2017 M 8,617 A (5) 20,590 D
Common Stock 05/15/2017 M 3,570 A (5) 24,160 D
Common Stock 05/15/2017 F 7,496(6) D $30.83 16,664 D
Common Stock 122,400 I By Trust(7)
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 (5) 05/15/2017 M 2,176 (8) (8) Common Stock 2,176 $0 15,232 D
Restricted Stock Units (5) 05/15/2017 M 8,617 (9) (9) Common Stock 8,617 $0 86,168 D
Restricted Stock Units (5) 05/15/2017 M 3,570 (10) (10) Common Stock 3,570 $0 53,556 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.52 to $31.15, 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.
3. Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Maud Carol Goldfield, Trustees, Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00.
4. These shares were acquired under the TriNet Group, Inc 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
5. Restricted Stock Units convert into common stock on a one-for-one basis.
6. These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units reported herein.
7. Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. Goldfield and Maud Carol Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust.
8. On March 5, 2015, the Reporting Person was granted 34,816 Restricted Stock Units, subject to a 4-year vesting schedule. 1/16 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 Units are also subject to accelerated vesting upon certain events.
9. On January 4, 2016, the Reporting Person was granted 137,868 Restricted Stock Units, subject to a 4-year vesting schedule. 1/16 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 Units are also subject to accelerated vesting upon certain events.
10. On March 24, 2017, the Reporting Person was granted 57,126 Restricted Stock Units, subject to a 4-year vesting schedule. 1/16 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 Units are also subject to accelerated vesting upon certain events.
Remarks:
/s/ Helen Hong, Attorney-in-fact 05/16/2017
** 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).
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