Sec Form 4 Filing - Griese Edward @ TRINET GROUP INC - 2019-02-15

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 Griese Edward 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 (Last) (First) (Middle) TRINET GROUP, INC., ONE PARK PLACE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2019 (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 02/15/2019 M( 1 ) 6,250 A ( 1 ) 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 ) 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 Securit y 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 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Griese Edward TRINET GROUP, INC. ONE PARK PLACE, SUITE 600 DUBLIN, CA94568 SR. VP, INSURANCE SERVICES Signatures /s/ Helen Hong, Attorney-in-fact 02/20/2019 Signature of Reporting Person Date

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.

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