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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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. ONE PARK PLACE, SUITE 600 (Street) DUBLIN CA 94568 (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) 08/15/2018
	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	08/09/2018		G	V	53,976(1)	D	$0	1,111,556	I	By Trust(2)
Common Stock	08/15/2018		M		2,176	A	(3)	207,559	D
Common Stock	08/15/2018		M		8,617	A	(3)	216,176	D
Common Stock	08/15/2018		M		3,571	A	(3)	219,747	D
Common Stock	08/15/2018		F		8,425(4)	D	$57.95	211,322	D
Common Stock	08/17/2018		M		7,500	A	$1.4475	218,822	D
Common Stock	08/17/2018		S(5)		16,065	D	$56.87	202,757	D
Common Stock	08/17/2018		S(5)		7,500	D	$56.87	1,104,056	I	By Trust(2)
Common Stock	08/17/2018		S(5)		2,563	D	$56.87	14,711	I	By Trust(6)

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	(3)	08/15/2018		M			2,176	(7)	(7)	Common Stock	2,176	$0	4,352	D
Restricted Stock Units	(3)	08/15/2018		M			8,617	(8)	(8)	Common Stock	8,617	$0	43,084	D
Restricted Stock Units	(3)	08/15/2018		M			3,571	(9)	(9)	Common Stock	3,571	$0	35,704	D
Employee Stock Option (right to buy)	$1.4475	08/17/2018		M			7,500	(10)	03/13/2023	Common Stock	7,500	$0	4,471	D

Explanation of Responses:

1. Represents shares gifted to a 501(c)(3) exempt charitable foundation.

2. 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.

3. Restricted Stock Units convert into common stock on a one-for-one basis.

4. These shares represent the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Awards reported herein.

5. The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

6. 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.

7. On March 5, 2015, the Reporting Person was granted 34,816 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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.

8. On January 4, 2016, the Reporting Person was granted 137,868 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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 March 24, 2017, the Reporting Person was granted 57,126 Restricted Stock Units, subject to a 4-year vesting schedule: one-sixteenth 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. Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2013, 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	08/17/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.