SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Kohler Olivier (Last) (First) (Middle) TRINET GROUP, INC. ONE PARK PLACE, SUITE 600 (Street) DUBLIN CA 94568 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/20/2019	3. Issuer Name and Ticker or Trading Symbol TRINET GROUP INC [ TNET ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, CHIEF OPERATING OFFICER	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	89,155(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 23,675 unvested restricted stock awards ("RSAs") from an award of 23,675 RSAs granted on May 10, 2018. The RSAs are subject to a 4-year vesting schedule: one-fourth of the total number of shares vesting on the first anniversary of the grant date, and thereafter 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 RSAs are also subject to accelerated vesting upon certain events.

2. Includes 45,233 unvested performance-based restricted shares ("PSAs") in connection with a PSA award with a target award amount of 23,675 PSAs that was granted on May 10, 2018 and that was determined to be earned based on performance for the period ending December 31,2018. The PSAs will vest as follows: 50% on December 31, 2019 and 50% on December 31, 2020, subject to continued service through each date. The PSAs are subject to accelerated vesting upon certain events. Each PSA represents a contingent right to receive one share of TNET common stock upon vesting.

3. Includes 20,247 unvested restricted stock units ("RSUs") from an award of 20,247 RSUs granted on March 18, 2019. The RSU is 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 RSU is also subject to accelerated vesting upon certain events.

Remarks:

	/s/ Helen Hong, Attorney-in-fact	03/29/2019
	** 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 5 (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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