General Atlantic Genpar Form 4 TRINET / MANAGEMENT GMBH GAPCO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRINET GROUP INC [ TNET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
*See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/14/2016		S		2,266,332	D	$24.03	16,705,993	D(1)(3)(4)(6)
Common Stock	12/14/2016		S		133,668	D	$24.03	985,319	D(2)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAPCO MANAGEMENT GMBH

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GA Trinet, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HR Acquisitions, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners 79, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

Explanation of Responses:

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

2. By HR Acquisitions, LLC ("HR Acquisitions"), a Delaware limited liability company.

3. With respect to all of the shares of common stock, par value $0.000025 of the TriNet Group, Inc. ("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 7,033,838 Common Shares; General Atlantic Partners 84, L.P., a Delaware limited partnership ("GAP 84"), is a member of GA TriNet and indirectly owns 5,235,627 Common Shares; GAP-W, LLC, a Delaware limited liability company ("GAP-W"), is a member of GA TriNet and indirectly owns 3,213,048 Common Shares; GapStar, LLC, a Delaware limited liability company ("GapStar"), is a member of GA TriNet and indirectly owns 187,930 Common Shares; (cont'd in FN 4)

4. (cont'd from FN 3) GAPCO GmbH & Co. KG, a German limited partnership ("KG"), is a member of GA TriNet and indirectly owns 26,488 Common Shares; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("CDA"), is a member of GA TriNet and indirectly owns 12,520 Common Shares; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA TriNet and indirectly owns 796,209 Common Shares; and GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA TriNet and indirectly owns 200,333 Common Shares.

5. 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.

6. 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.

Remarks:

Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by GA LLC, GA GenPar, Management GmbH, GA TriNet, HR Acquisitions and GAP 79. An accompanying filing is filed, on the date hereof, by GAP 84, GAP-W, GapStar, CDA, KG, GAPCO III and GAPCO IV. The two filings relate to the same transactions described above.

	/s/ Thomas J. Murphy	12/15/2016
	/s/ Thomas J. Murphy	12/15/2016
	/s/ Thomas J. Murphy	12/15/2016
	/s/ Thomas J. Murphy	12/15/2016
	/s/ Thomas J. Murphy	12/15/2016
	/s/ Thomas J. Murphy	12/15/2016
	** Signature of Reporting Person	Date
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