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).

1. Name and Address of Reporting Person^*

Griese Edward

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR. VP, INSURANCE SERVICES

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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	02/15/2019		M⁽¹⁾		6,250	A⁽¹⁾	⁽²⁾	53,060⁽¹⁾	D
Common Stock	02/15/2019		F		1,601⁽³⁾	D	$49.53	51,459	D
Common Stock	02/15/2019		M⁽⁴⁾		440	A⁽⁴⁾	⁽²⁾	55,417⁽⁴⁾	D
Common Stock	02/15/2019		F		108⁽⁵⁾	D	$49.53	55,309	D
Common Stock	02/15/2019		F		96⁽⁶⁾	D	$49.53	55,213	D
Common Stock	02/20/2019		S⁽⁷⁾		1,403	D	$60.92	53,810	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)
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)
Restricted Stock Units	⁽²⁾	02/15/2019		M			6,250⁽¹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	6,250	$0	0	D
Restricted Stock Units	⁽²⁾	02/15/2019		M			440⁽⁴⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	440	$0	0	D

Explanation of Responses:

1. Includes 25,000 unvested restricted stock units ("RSUs") from an award of 100,000 RSUs originally granted on March 10, 2016 and were previously reported in Table II of a Form 4 filed by the Reporting Person on March 14, 2016 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs 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 RSUs are also subject to accelerated vesting upon certain events.

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

3. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 10, 2016.

4. Includes 3,518 unvested restricted stock units ("RSUs") from an award of 7,035 RSUs originally granted on March 24, 2017 and were previously reported in Table II of a Form 4 filed by the Reporting Person on March 28, 2017 and which are now being reported as common stock and included in Column 5 of Table I. The RSUs are 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 RSUs are also subject to accelerated vesting upon certain events.

5. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 24, 2017.

6. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock awards granted on March 8, 2018.

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

8. On March 10, 2016, the Reporting Person was granted 100,000 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain event. Such RSUs are now being reported as common stock and included in Column 5 of Table I.

9. On March 24, 2017, the Reporting Person was granted 7,035 restricted stock units ("RSUs"), 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 RSUs are also subject to accelerated vesting upon certain events. Such RSUs are now being reported as common stock and included in Column 5 of Table I.

Remarks:

	/s/ Helen Hong, Attorney-in-fact	02/20/2019
	** 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 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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