SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldfield Burton M.

(Last)

(First)

(Middle)

TRINET GROUP, INC.

ONE PARK PLACE, SUITE 600

(Street)

DUBLIN

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)
10/27/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2023		M⁽¹⁾		2,786	A	$10.98	173,489⁽²⁾	D
Common Stock	10/27/2023		S⁽³⁾		662	D	$106.7807⁽⁴⁾	172,827⁽²⁾	D
Common Stock	10/27/2023		S⁽³⁾		1,060	D	$107.7145⁽⁵⁾	171,767⁽²⁾	D
Common Stock	10/27/2023		S⁽³⁾		1,064	D	$108.7522⁽⁶⁾	170,703⁽²⁾	D
Common Stock	10/30/2023		M⁽¹⁾		7,100	A	$33.51	177,803⁽²⁾	D
Common Stock	10/30/2023		S⁽³⁾		4,660	D	$103.8267⁽⁷⁾	173,143⁽²⁾	D
Common Stock	10/30/2023		S⁽³⁾		2,240	D	$104.6692⁽⁸⁾	170,903⁽²⁾	D
Common Stock	10/30/2023		S⁽³⁾		200	D	$105.945⁽⁹⁾	170,703⁽²⁾	D
Common Stock								369,744	I	By Trust⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10.98	10/27/2023		M⁽¹⁾			2,786	⁽¹¹⁾	02/11/2024	Common Stock	2,786	$0	8,355	D
Employee Stock Option (right to buy)	$33.51	10/30/2023		M⁽¹⁾			7,100	⁽¹²⁾	03/05/2025	Common Stock	7,100	$0	6,978	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.30 to $107.27, 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.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.32 to $108.30, 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.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.38 to $109.18, 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.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.38 to $104.36, 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.

8. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.38 to $105.31, 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.

9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.75 to $106.14, 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.

10. 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.

11. 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.

12. 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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	10/31/2023
	** 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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