TRINET GROUP, INC. — Director's Dealing 2016

Dec 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2016-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Common Stock	S	2266332	$24.03	Disposed	16705993	Indirect
2016-12-14	Common Stock	S	133668	$24.03	Disposed	985319	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	284404	Direct
Common Stock	465	Indirect

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 3)

F2: (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 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 16,705,993 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 7,033,838 Common Shares; GAP 84 is a member of GA TriNet and indirectly owns 5,235,627 Common Shares; GAP-W is a member of GA TriNet and indirectly owns 3,213,048 Common Shares; GapStar is a member of GA TriNet and indirectly owns 187,930 Common Shares; KG is a member of GA TriNet and indirectly owns 26,488 Common Shares; CDA is a member of GA TriNet and indirectly owns 12,520 Common Shares; GAPCO III is a member of GA TriNet and indirectly owns 796,209 Common Shares; and GAPCO IV is a member of GA TriNet and indirectly owns 200,333 Common Shares.

F4: HR Acquisitions directly holds 985,319 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 746,051 Common Shares; GAP-W is a member of HR Acquisitions and indirectly owns 186,327 Common Shares; GapStar is a member of HR Acquisitions and indirectly owns 2,463 Common Shares; KG is a member of HR Acquisitions and indirectly owns 1,773 Common Shares; CDA is a member of HR Acquisitions and indirectly owns 1,601 Common Shares; GAPCO III is a member of HR Acquisitions and indirectly owns 37,792 Common Shares; and GAPCO IV is a member of HR Acquisitions and indirectly owns 9,312 Common Shares.