TRINET GROUP, INC. — Director's Dealing 2014

Mar 21, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2014-03-21

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	285588	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series G Preferred Stock	$		Common Stock (21565764)		Indirect
Series H Preferred Stock	$		Common Stock (14379872)		Indirect
Series H Preferred Stock	$		Common Stock (2120072)		Indirect
Stock Option (Right to Buy)	$0.5	2023-02-05	Common Stock (40000)		Direct
Stock Option (Right to Buy)	$10.98	2024-02-11	Common Stock (20000)		Direct

Footnotes

F1: Immediately.

F2: Not applicable.

F3: Common shares issuable upon conversion of 5,391,441 shares of Series G Preferred Stock immediately upon the closing of the initial public offering of Issuer.

F4: 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.

F5: Common shares issuable upon conversion of 3,594,968 shares of Series H Preferred Stock immediately upon the closing of the initial public offering of Issuer.

F6: Common shares issuable upon conversion of 530,018 shares of Series H Preferred Stock immediately upon the closing of the inital public offering of Issuer.

F7: Option is subject to a 1-year vesting schedule, with 10% vesting upon the 12-month anniversary of February 5, 2013. The option is also subject to accelerated vesting upon certain events.

F8: Option is subject to a 1-year vesting schedule, with 10% vesting upon the 12-month anniversary of February 11, 2014. The option is also subject to accelerated vesting upon certain events.