TRINET GROUP, INC. — Director's Dealing 2014

Apr 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2014-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-31	Common Stock	C	21565764	—	Acquired	21565764	Indirect
2014-03-31	Common Stock	C	14379872	—	Acquired	35945636	Indirect
2014-03-31	Common Stock	S	2124686	$14.88	Disposed	33820950	Indirect
2014-03-31	Common Stock	C	2120072	—	Acquired	2120072	Indirect
2014-03-31	Common Stock	S	125314	$14.88	Disposed	1994758	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Series G Preferred Stock	$	C	5391441	Disposed		Common Stock (21565764)	Indirect
2014-03-31	Series H Preferred Stock	$	C	3594968	Disposed		Common Stock (14379872)	Indirect
2014-03-31	Series H Preferred Stock	$	C	530018	Disposed		Common Stock (2120072)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	285588	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.05	2023-02-05	Common Stock (40000)	40000	Direct
Stock Option (Right to Buy)	$10.98	2024-02-11	Common Stock (20000)	20000	Direct

Footnotes

F1: Immediately prior to the initial public offering (the "IPO") of TriNet Group, Inc. (the "Issuer"), (i) 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"), each held by GA TriNet, LLC ("GA TriNet"), converted into 21,565,764 shares of common stock, par value $0.00025 of the Issuer ("Common Shares") and 14,379,872 Common Shares, respectively, and (ii) 530,018 Series H Shares held by HR Acquisitions, LLC ("HR Acquisitions") converted into 2,120,072 Common Shares.

F2: 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 3)

F3: (cont'd from footnote 2) 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 are member of GA TriNet, LLC. Each of GAP 84, GAP-W, GapStar, CDA, GAPCO III, GAPCO IV and KG are members 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.

F4: GA TriNet directly holds 33,820,950 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 14,239,865 Common Shares; GAP 84 is a member of GA TriNet and indirectly owns 10,599,423 Common Shares; GAP-W is a member of GA TriNet and indirectly owns 6,504,753 Common Shares; GapStar is a member of GA TriNet and indirectly owns 380,459 Common Shares; KG is a member of GA TriNet and indirectly owns 53,623 Common Shares; CDA is a member of GA TriNet and indirectly owns 25,348 Common Shares; GAPCO III is a member of GA TriNet and indirectly owns 1,611,909 Common Shares; GAPCO IV is a member of GA TriNet and indirectly owns 405,569 Common Shares.

F5: Reflects the sale on March 31, 2014, of 2,124,686 Common Shares held by GA TriNet and 125,314 held by HR Acquisitions, each pursuant to that certain Underwriting Agreement, dated March 26, 2014, by and among the Issuer, 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.

F6: HR Acquisitions directly holds 1,994,758 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 1,510,364 Common Shares; GAP-W is a member of HR Acquisitions and indirectly owns 377,215 Common Shares; GapStar is a member of HR Acquisitions and indirectly owns 4,987 Common Shares; KG is a member of HR Acquisitions and indirectly owns 3,590 Common Shares; CDA is a member of HR Acquisitions and indirectly owns 3,240 Common Shares; GAPCO III is a member of HR Acquisitions and indirectly owns 76,510 Common Shares; GAPCO IV is a member of HR Acquisitions and indirectly owns 18,852 Common Shares.

F7: Not applicable.

F8: Option is subject to a 1-year vesting schedule, with 100% vesting upon the 12-month anniversary of February 5, 2013. The option is also subject to accelerated vesting upon certain events.

F9: Option is subject to a 1-year vesting schedule, with 100% vesting upon the 12-month anniversary of February 11, 2014. The option is also subject to accelerated vesting upon certain events.