Sec Form 3 Filing - Lee Jonathan D. @ TRINET GROUP, INC. - 2022-03-24

FORM 3 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 Lee Jonathan D. 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) 03/24/2022 (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 16,753( 1 )( 2 )( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lee Jonathan D. TRINET GROUP, INC. ONE PARK PLACE, SUITE 600 DUBLIN, CA94568 PRINCIPAL ACCOUNTING OFFICER Signatures /s/ Sheryl Southwick, Attorney-in-fact 04/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 2,996 unvested restricted stock units ("RSUs") from an award of 11,983 RSUs granted on May 8, 2019. 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 subject to continued service through each such vesting date and are subject to accelerated vesting upon certain events. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. ( 2 )Reflects 2,838 unvested restricted stock units ("RSUs") from an award of 5,676 RSUs granted on February 28, 2020; 2,241 unvested RSUs from an award of 2,988 granted on March 15, 2021; and 2,702 unvested RSUs granted on March 23, 2022. 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 dates. The RSUs are subject to continued service through each such vesting date and are subject to accelerated vesting upon certain events. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. ( 3 )Reflects 5,976 unvested performance-based restricted stock units ("PRSUs") that was determined to be earned based on performance for the period ending December 31, 2021. The PRSUs will vest as follows: 50% on December 31, 2022 and 50% on December 31, 2023. The PRSUs are subject to continued service through each such vesting date and are subject to accelerated vesting upon certain events. Each PRSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

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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