Jonathan D. Lee Form 3 TRINET / Jonathan D. Lee ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last) (First) (Middle)

TRINET GROUP, INC.

ONE PARK PLACE, SUITE 600

(Street)

DUBLIN CA 94568

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2022

3. Issuer Name and Ticker or Trading Symbol
TRINET GROUP, INC. [ TNET ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRINCIPAL ACCOUNTING OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,753(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	04/01/2022
	** Signature of Reporting Person	Date
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 5 (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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