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TRINET GROUP, INC. Major Shareholding Notification 2017

Feb 10, 2017

31268_mrq_2017-02-10_66d3848f-16cd-44a8-82b8-13d4be0eb2bd.zip

Major Shareholding Notification

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TriNet Group, Inc.

(Name of Issuer)

Common Stock, par value $0.000025 per share

(Title of Class of Securities)

896288107

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 896288107 SCHEDULE 13G Page 2 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 3 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic GenPar, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON PN

CUSIP No. 896288107 SCHEDULE 13G Page 4 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 84, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON PN

CUSIP No. 896288107 SCHEDULE 13G Page 5 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 79, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON PN

CUSIP No. 896288107 SCHEDULE 13G Page 6 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP-W, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 7 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments CDA, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON PN

CUSIP No. 896288107 SCHEDULE 13G Page 8 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GapStar, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 9 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments III, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 10 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments IV, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON CO

CUSIP No. 896288107 SCHEDULE 13G Page 11 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO Management GmbH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 12 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO GmbH & Co. KG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON PN

CUSIP No. 896288107 SCHEDULE 13G Page 13 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GA TriNet, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 14 of 21 pages

1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HR Acquisitions, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON OO

CUSIP No. 896288107 SCHEDULE 13G Page 15 of 21 pages

Item 1. (a) NAME OF ISSUER
TriNet Group, Inc. (the “Company”).
(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
1100 San Leandro Blvd., Suite 400 San Leandro, CA 94577
Item 2. (a) NAMES OF PERSONS FILING

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

(i) General Atlantic LLC (“GA LLC”);
(ii) General Atlantic GenPar, L.P. (“GA GenPar”);
(iii) General Atlantic Partners 84, L.P. (“GAP 84”);
(iv) General Atlantic Partners 79, L.P. (“GAP 79”);
(v) GAP-W, LLC (“GAP-W”);
(vi) GAP Coinvestments CDA, L.P. (“CDA”);
(vii) GapStar, LLC (“GapStar”);
(viii) GAP Coinvestments III, LLC (“GAPCO III”);
(ix) GAP Coinvestments IV, LLC (“GAPCO IV”);
(x) GAPCO Management GmbH (“GmbH”);
(xi) GAPCO GmbH & Co. KG (“KG”);
(xii) GA TriNet, LLC (“GA TriNet”); and
(xiii) HR Acquisitions, LLC (“HR Acquisitions”).

(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE

c/o General Atlantic Service Company, LLC

55 East 52nd Street, 32nd Floor

New York, NY 10055

(c) CITIZENSHIP

(i) GA LLC - Delaware
(ii) GA GenPar - Delaware

CUSIP No. 896288107 SCHEDULE 13G Page 16 of 21 pages

(iii) GAP 84 - Delaware
(iv) GAP 79 - Delaware
(v) GAP-W - Delaware
(vi) CDA - Delaware
(vii) GapStar - Delaware
(viii) GAPCO III - Delaware
(ix) GAPCO IV - Delaware
(x) GmbH - Germany
(xi) KG - Germany
(xii) GA TriNet - Delaware
(xiii) HR Acquisitions - Delaware

(d) TITLE OF CLASS OF SECURITIES

Common Stock, par value $0.000025 per share (the “Shares”).

(e) CUSIP NUMBER

896288107

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

Not applicable.

ITEM 4. OWNERSHIP.

As of the date hereof, none of the Reporting Persons beneficially own any shares of Common Stock of the Company.

CUSIP No. 896288107 SCHEDULE 13G Page 17 of 21 pages

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10. CERTIFICATION

Not applicable.

CUSIP No. 896288107 SCHEDULE 13G Page 18 of 21 pages

Exhibit Index

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

CUSIP No. 896288107 SCHEDULE 13G Page 19 of 21 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of February 10, 2017

GENERAL ATLANTIC LLC — By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GENERAL ATLANTIC GENPAR, L.P.
By: General Atlantic LLC, its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GENERAL ATLANTIC PARTNERS 84, L.P.
By: General Atlantic GenPar, L.P., its General Partner
By: General Atlantic LLC, its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director

CUSIP No. 896288107 SCHEDULE 13G Page 20 of 21 pages

GENERAL ATLANTIC PARTNERS 79, L.P. — By: General Atlantic LLC, its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GAP-W, LLC — By: General Atlantic GenPar, L.P., its Manager
By: General Atlantic LLC, its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GAP COINVESTMENTS CDA, L.P.
By: General Atlantic LLC., its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GAPSTAR, LLC
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Vice President
GAP COINVESTMENTS III, LLC
By: General Atlantic LLC, its Managing Member
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GAP COINVESTMENTS IV, LLC
By: General Atlantic LLC, its Managing Member
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director

CUSIP No. 896288107 SCHEDULE 13G Page 21 of 21 pages

GAPCO MANAGEMENT GMBH — By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GAPCO GMBH & CO. KG
By: GAPCO Management GmbH, its General Partner
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
GA TRINET, LLC
By: /s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director
/s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director

SCHEDULE A

GA Managing Directors (as of December 31, 2016)

Name Business Address Citizenship
Steven A. Denning (Chairman) 600 Steamboat Road Greenwich, Connecticut 06830 United States
William E. Ford (Chief Executive Officer) 55 East 52nd Street 32nd Floor New York, New York 10055 United States
J. Frank Brown (Chief Operating Officer) 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Thomas J. Murphy (Chief Financial Officer) 600 Steamboat Road Greenwich, Connecticut 06830 United States
John D. Bernstein 23 Savile Row London W1S 2ET United Kingdom United Kingdom
Gabriel Caillaux 23 Savile Row London W1S 2ET United Kingdom France
Andrew Crawford 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Alex Crisses 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Mark F. Dzialga 600 Steamboat Road Greenwich, Connecticut 06830 United States
Martin Escobari Rua Dr. Renato Paes de Barros, 1017 15Ú andar 04530-001 Sao Paulo, Brazil Bolivia and Brazil
Name Business Address Citizenship
David C. Hodgson 55 East 52nd Street 32nd Floor New York, New York 10055 United States
René M. Kern 55 East 52nd Street 32nd Floor New York, New York 10055 United States and Germany
Jonathan C. Korngold 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Christopher G. Lanning 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Anton J. Levy 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Sandeep Naik Level 19, Birla Aurora Dr. Annie Besant Road Worli, Mumbai 400 030 India United States
Joern Nikolay Maximilianstrasse 35b 80539 Munich Germany Germany
Name Business Address Citizenship
Andrew C. Pearson 600 Steamboat Road Greenwich, Connecticut 06830 United States
Brett B. Rochkind 228 Hamilton Ave. Palo Alto, CA 94301 United States
David A. Rosenstein 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Graves Tompkins 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Robbert Vorhoff 55 East 52nd Street 32nd Floor New York, New York 10055 United States
Ke Wei Suite 1704, 17/F Alexandra House 18 Chater Road Central, Hong Kong China PRC
Chi Eric Zhang Suite 1704, 17/F Alexandra House 18 Chater Road Central, Hong Kong China Hong Kong SAR