TRINET GROUP, INC. — Director's Dealing 2014

Mar 31, 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: 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)

Non-Derivative Transactions

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

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)	Direct
2014-03-31	Series H Preferred Stock	$	C	3594968	Disposed		Common Stock (14379872)	Direct
2014-03-31	Series H Preferred Stock	$	C	530018	Disposed		Common Stock (2120072)	Direct

Footnotes

F1: By GA TriNet, LLC ("GA TriNet"), a Delaware limited liability company.

F2: HR Acquisitions, LLC ("HR Acquisitions"), a Delaware limited liability company.

F3: 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, 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 converted into 2,120,072 Common Shares.

F4: With respect to all of the Common Shares held by GA TriNet, General Atlantic Partners 79, L.P., a Delaware limited partnership ("GAP 79"), is a member of GA TriNet and indirectly owns 14,239,865 Common Shares; General Atlantic Partners 84, L.P., a Delaware limited partnership ("GAP 84"), is a member of GA TriNet and indirectly owns 10,599,423 Common Shares; GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA TriNet and indirectly owns 6,504,753 Common Shares; GapStar, LLC, a Delaware limited liability company ("GapStar"), is a member of GA TriNet and indirectly owns 380,459 Common Shares; (cont'd in FN 5)

F5: (cont'd from FN 4) GAPCO GmbH & Co. KG, a German limited partnership ("KG"), is a member of GA TriNet and indirectly owns 53,623 Common Shares; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("CDA"), is a member of GA TriNet and indirectly owns 25,348 Common Shares; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA TriNet and indirectly owns 1,611,909 Common Shares; and GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA TriNet and indirectly owns 405,569 Common Shares.

F6: 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; and GAPCO IV is a member of HR Acquisitions and indirectly owns 18,852 Common Shares.

F7: 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.

F8: 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.

F9: Not Applicable.