Sec Form 4 Filing - Murphy Michael P @ TRINET GROUP INC - 2018-11-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Murphy Michael P
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)
PRINCIPAL ACCOUNTING OFFICER
(Last) (First) (Middle)
TRINET GROUP, INC., ONE PARK PLACE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2018
(Street)
DUBLIN, CA94568
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/15/2018 A V 258 ( 1 ) A $ 38.21 22,856 D
Common Stock 11/15/2018 M 5,000 A 27,856 D
Common Stock 11/15/2018 M 278 A 28,134 D
Common Stock 11/15/2018 F 2,715 ( 3 ) D $ 44.44 25,419 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 2 ) 11/15/2018 M 5,000 ( 4 ) ( 4 ) Common Stock 5,000 $ 0 30,000 D
Restricted Stock Units ( 2 ) 11/15/2018 M 278 ( 5 ) ( 5 ) Common Stock 278 $ 0 2,504 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Michael P
TRINET GROUP, INC.
ONE PARK PLACE, SUITE 600
DUBLIN, CA94568
PRINCIPAL ACCOUNTING OFFICER
Signatures
/s/ Helen Hong, Attorney-in-fact 11/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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).
( 2 )Restricted Stock Units convert into common stock on a one-for-one basis.
( 3 )These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units.
( 4 )On August 7, 2016, the Reporting Person was granted 80,000 Restricted Stock Units, 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 Restricted Stock Units are also subject to accelerated vesting upon certain events.
( 5 )On March 24, 2017, the Reporting Person was granted 4,450 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.

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).
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