TRINET GROUP, INC. — Director's Dealing 2014

Mar 25, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2014-03-25

Reporting Person: GENERAL ATLANTIC LLC (10% Owner, See Remarks)
Reporting Person: GENERAL ATLANTIC GENPAR, L.P. (10% Owner, See Remarks)
Reporting Person: GAPCO MANAGEMENT GMBH (10% Owner, See Remarks)
Reporting Person: GA Trinet, LLC (10% Owner, See Remarks)
Reporting Person: HR Acquisitions, LLC (10% Owner, See Remarks)
Reporting Person: General Atlantic Partners 79, L.P. (10% Owner, See Remarks)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series G Preferred Stock	$		Common Stock (21565764)		Direct
Series H Preferred Stock	$		Common Stock (14379872)		Direct
Series H Preferred Stock	$		Common Stock (2120072)		Direct

Footnotes

F1: Immediately.

F2: Not Applicable.

F3: GA TriNet, LLC ("GA TriNet"), a Delaware limited liability company, is the direct holder of 5,391,441 shares of Series G Preferred Stock ("Series G Shares") and 3,594,968 shares of Series H Preferred Stock ("Series H Shares").

F4: HR Acquisitions, LLC ("HR Acquisitions"), a Delaware limited liability company, is the direct holder of 530,018 Series H Shares.

F5: Immediately prior to the initial public offering (the "IPO") of TriNet Group, Inc. (the "Issuer"), each Series G Share and each Series H Share will be converted into four shares of common stock, par value $0.00025 of the Issuer ("Common Shares"), subject to certain adjustments in the event of either accrued and unpaid dividends or to account for certain dilutive events set forth in the Issuer's Amended and Restated Certificate of Incorporation.

F6: General Atlantic Partners 79, L.P., a Delaware limited partnership ("GAP 79"), is a member of GA TriNet and indirectly owns 3,783,609 Series G Shares (to be converted in connection with the IPO into 15,134,436 Common Shares) held by GA TriNet; General Atlantic Partners 84, L.P., a Delaware limited partnership ("GAP 84"), is a member of GA TriNet and indirectly owns 2,816,324 Series H Shares (to be converted in connection with the IPO into 11,265,296 Common Shares) held by GA TriNet; GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA TriNet and indirectly owns 1,127,807 Series G Shares and 600,541 Series H Shares (to be converted in connection with the IPO into 6,913,392 Common Shares in the aggregate) held by GA TriNet; (cont'd in FN 7)

F7: (cont'd from FN 6) GapStar, LLC, a Delaware limited liability company ("GapStar"), is a member of GA TriNet and indirectly owns 101,090 Series G Shares (to be converted in connection with the IPO into 404,360 Common Shares) held by GA TriNet; GAPCO GmbH & Co. KG, a German limited partnership ("KG"), is a member of GA TriNet and indirectly owns 8,424 Series G Shares and 5,824 Series H Shares (to be converted in connection with the IPO into 56,992 Common Shares in the aggregate) held by GA TriNet; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("CDA"), is a member of GA TriNet and indirectly owns 6,735 Series H Shares (to be converted in connection with the IPO into 26,940 Common Shares) held by GA TriNet; (cont'd in FN 8)

F8: (cont'd from FN 7) GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA TriNet and indirectly owns 293,548 Series G Shares and 134,745 Series H Shares (to be converted in connection with the IPO into 1,713,172 Common Shares in the aggregate) held by GA TriNet; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA TriNet and indirectly owns 76,963 Series G Shares and 30,799 Series H Shares (to be converted in connection with the IPO into 431,048 Common Shares in the aggregate) held by GA TriNet.

F9: GAP 84 is a member of HR Acquisitions and indirectly owns 401,312 Series H Shares (to be converted in connection with the IPO into 1,605,248 Common Shares) held by HR Acquisitions; GAP-W is a member of HR Acquisitions and indirectly owns 100,228 Series H Shares (to be converted in connection with the IPO into 400,912 Common Shares) held by HR Acquisitions; GapStar is a member of HR Acquisitions and indirectly owns 1,325 Series H Shares (to be converted in connection with the IPO into 5,300 Common Shares) held by HR Acquisitions; (cont'd in FN 10)

F10: (cont'd from FN 9) KG is a member of HR Acquisitions and indirectly owns 954 Series H Shares (to be converted in connection with the IPO into 3,816 Common Shares) held by HR Acquisitions; CDA is a member of HR Acquisitions and indirectly owns 861 Series H Shares (to be converted in connection with the IPO into 3,444 Common Shares) held by HR Acquisitions; GAPCO III is a member of HR Acquisitions and indirectly owns 20,329 Series H Shares (to be converted in connection with the IPO into 81,316 Common Shares) held by HR Acquisitions; GAPCO IV is a member of HR Acquisitions and indirectly owns 5,009 Series H Shares (to be converted in connection with the IPO into 20,036 Common Shares) held by HR Acquisitions.

F11: General Atlantic GenPar, L.P. ("GA GenPar") is the general partner of GAP 84 and the manager of GAP-W. General Atlantic LLC ("GA LLC") is the general partner of GA GenPar, the general partner of GAP 79 and CDA and the managing member of GAPCO III and GAPCO IV. GAPCO Management GmbH, a German corporation ("Management GmbH"), is the general partner of KG. The Managing Directors of GA LLC (the "GA Managing Directors") control the voting and investment decisions made by KG and Management GmbH. Certain GA Managing Directors are the members and officers of GapStar.