SEC Form 4 · accession 0000937098-16-000075
TRINET GROUP, INC. · TNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C Hodgson
Director · 10% Owner
Period of report
Feb 12, 2016
Accepted (ET)
Feb 12, 2016 · 5:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000937098
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 12, 2016 | M | 6,016 | — | A | 284,404 | D | |
| Common Stock | holding | — | — | — | 465 | I | By Reporting Person's Dependent | |
| Common StockF2,F3,F4 | holding | — | — | — | 18,972,325 | I | By GA TriNet, LLC | |
| Common StockF2,F3,F5 | holding | — | — | — | 1,118,987 | I | By HR Acquisitions, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F6 | — | Feb 12, 2016 | M | 6,016 | D | — | — | Common Stock | 6,016 | 0 | D |
Explanation of responses
- F1Restricted Stock Units convert into common stock on a one-for-one basis.
- F2The 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)
- F3(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.
- F4GA TriNet directly holds 18,972,325 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 7,988,047 Common Shares; GAP 84 is a member of GA TriNet and indirectly owns 5,945,892 Common Shares; GAP-W is a member of GA TriNet and indirectly owns 3,648,930 Common Shares; GapStar is a member of GA TriNet and indirectly owns 213,424 Common Shares; KG is a member of GA TriNet and indirectly owns 30,081 Common Shares; CDA is a member of GA TriNet and indirectly owns 14,219 Common Shares; GAPCO III is a member of GA TriNet and indirectly owns 904,223 Common Shares; and GAPCO IV is a member of GA TriNet and indirectly owns 227,510 Common Shares.
- F5HR Acquisitions directly holds 1,118,987 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 847,260 Common Shares; GAP-W is a member of HR Acquisitions and indirectly owns 211,604 Common Shares; GapStar is a member of HR Acquisitions and indirectly owns 2,797 Common Shares; KG is a member of HR Acquisitions and indirectly owns 2,014 Common Shares; CDA is a member of HR Acquisitions and indirectly owns 1,818 Common Shares; GAPCO III is a member of HR Acquisitions and indirectly owns 42,919 Common Shares; and GAPCO IV is a member of HR Acquisitions and indirectly owns 10,575 Common Shares.
- F6The Restricted Stock Units vested 100% on February 12, 2016. The Restricted Stock Units are also subject to accelerated vesting upon certain events.