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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goldfield Burton M.
2. Issuer Name and Ticker or Trading Symbol

TRINET GROUP, INC. [ TNET ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
PRESIDENT, CEO and DIRECTOR
(Last)          (First)          (Middle)

TRINET GROUP, INC., ONE PARK PLACE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2021
(Street)

DUBLIN, CA 94568
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/29/2021  G  V 12500 D$0 415270 I By Trust (1)
Common Stock 8/15/2021  F  1302 (2)D$90.64 219993 D  
Common Stock 8/15/2021  F  1004 (3)D$90.64 218989 D  
Common Stock 8/15/2021  F  1906 (4)D$90.64 217083 D  
Common Stock 8/15/2021  F  1112 (5)D$90.64 215971 D  
Common Stock 8/17/2021  S(6)  4166 D$89.9631 (7)411104 I By Trust (1)
Common Stock 8/17/2021  M(8)  2000 A$10.98 217971 D  
Common Stock 8/17/2021  S(6)  2000 D$89.9583 (9)215971 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $10.98 8/17/2021  M (8)    2000   (10)2/11/2024 Common Stock 2000.0 $0 113285 D  

Explanation of Responses:
(1) Shares held directly by the Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00 (the "Trust"). The Reporting Person and his spouse serve as trustees and beneficiaries of the Trust.
(2) Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock award granted on March 8, 2018.
(3) Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 18, 2019.
(4) Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on February 28, 2020.
(5) Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 15, 2021.
(6) The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
(7) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.50 to $90.48, inclusive. The Reporting Person undertakes to provide to TriNet Group, Inc., any security holder of TriNet Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(8) The exercise reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.
(9) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.50 to $90.42, inclusive. The Reporting Person undertakes to provide to TriNet Group, Inc., any security holder of TriNet Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(10) Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2014, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Goldfield Burton M.
TRINET GROUP, INC.
ONE PARK PLACE, SUITE 600
DUBLIN, CA 94568
X
PRESIDENT, CEO and DIRECTOR

Signatures
/s/ Sheryl Southwick, Attorney-in-fact8/17/2021
**Signature of Reporting PersonDate

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