TRINET GROUP, INC. — Director's Dealing 2014

Sep 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2014-09-17

Reporting Person: HODGSON DAVID C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-17	Common Stock	S	13031408	$24.42	Disposed	20789542	Indirect
2014-09-17	Common Stock	S	768592	$24.42	Disposed	1226166	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	285588	Direct

Footnotes

F1: The reporting person is a Managing Director of General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar"), the general partner of General Atlantic Partners 79, L.P., a Delaware limited partnership ("GAP 79"), the general partner of GAP Coinvestments CDA, L.P., a Delaware limited partnership ("CDA"), and the managing member of each of GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), and GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"). GA GenPar is the general partner of General Atlantic Partners 84, L.P., a Delaware limited partnership ("GAP 84") and the manager of GAP-W, LLC, a Delaware limited liability company ("GAP-W"). GAPCO Management GmbH, a German corporation ("Management GmbH"), is the general partner of GAPCO GmbH & Co. KG, a German limited partnership ("KG"). (cont'd in footnote 2)

F2: (cont'd from footnote 1) 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 of GapStar, LLC, a Delaware limited liability company ("GapStar"). Each of GAP 79, GAP 84, GAP-W, GapStar, CDA, GAPCO III, GAPCO IV and KG is a member of GA TriNet, LLC. Each of GAP 84, GAP-W, GapStar, CDA, GAPCO III, GAPCO IV and KG is a member of HR Acquisitions, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F3: GA TriNet directly holds 20,789,542 shares of common stock, par value $0.000025 of TriNet Group, Inc. ("Common Shares"). With respect to all of the Common Shares held by GA TriNet, GAP 79 is a member of GA TriNet and indirectly owns 8,753,162 Common Shares; GAP 84 is a member of GA TriNet and indirectly owns 6,515,404 Common Shares; GAP-W is a member of GA TriNet and indirectly owns 3,998,434 Common Shares; GapStar is a member of GA TriNet and indirectly owns 233,866 Common Shares; KG is a member of GA TriNet and indirectly owns 32,962 Common Shares; CDA is a member of GA TriNet and indirectly owns 15,581 Common Shares; GAPCO III is a member of GA TriNet and indirectly owns 990,831 Common Shares; GAPCO IV is a member of GA TriNet and indirectly owns 249,301 Common Shares.

F4: Reflects the sale on September 17, 2014, of 13,031,408 Common Shares held by GA TriNet and 768,592 held by HR Acquisitions, each pursuant to that certain Underwriting Agreement, dated September 11, 2014, by and among TriNet Group Inc., the Selling Stockholders named therein, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives of the several Underwriters listed therein.

F5: HR Acquisitions directly holds 1,226,166 Common Shares. With respect to all of the Common Shares held by HR Acquisitions, GAP 84 is a member of HR Acquisitions and indirectly owns 928,412 Common Shares; GAP-W is a member of HR Acquisitions and indirectly owns 231,872 Common Shares; GapStar is a member of HR Acquisitions and indirectly owns 3,065 Common Shares; KG is a member of HR Acquisitions and indirectly owns 2,207 Common Shares; CDA is a member of HR Acquisitions and indirectly owns 1,992 Common Shares; GAPCO III is a member of HR Acquisitions and indirectly owns 47,030 Common Shares; and GAPCO IV is a member of HR Acquisitions and indirectly owns 11,588 Common Shares.