Sec Form 4 Filing - PORTER WILLIAM @ TRINET GROUP INC - 2015-03-05

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
PORTER WILLIAM
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)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
TRINET GROUP, INC., 1100 SAN LEANDRO BLVD., STE. 400
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2015
(Street)
SAN LEANDRO, CA94577
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 03/05/2015 S( 1 ) 2,000 D $ 33.16 328,000 I By Trust ( 2 )
Common Stock 03/05/2015 S( 1 ) 2,000 D $ 33.16 326,000 I By Trust ( 2 )
Common Stock 03/05/2015 S( 1 ) 2,000 D $ 33.16 324,000 I By Trust ( 2 )
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
Employee Stock Option (right to buy) $ 33.51 03/05/2015 A 27,053 ( 3 ) 03/05/2025 Common Stock 27,053 $ 0 27,053 D
Restricted Stock Units ( 4 ) 03/05/2015 A 10,943 ( 5 ) ( 5 ) Common Stock 10,943 $ 0 10,943 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORTER WILLIAM
TRINET GROUP, INC.
1100 SAN LEANDRO BLVD., STE. 400
SAN LEANDRO, CA94577
CHIEF FINANCIAL OFFICER
Signatures
/s/ Helen Hong, Attorney-in-fact 03/09/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 8, 2014.
( 2 )The Reporting Person is a trustee of shares held by trusts for Reporting Person's three sons.
( 3 )Option is subject to a 4-year vesting schedule, with 1/16 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 Option is also subject to accelerated vesting upon certain events.
( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of TNET common stock.
( 5 )Restricted Stock Unit is subject to a 4-year vesting schedule, 1/16 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 Unit is 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).
** 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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