- Statement of Beneficial Ownership (SC 13D)
March 06 2009 - 4:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
1
GEVITY HR, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
374393106
(CUSIP Number)
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Greg Hammond, Esq.
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
(510) 352-5000
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copies to:
Craig D. Jacoby, Esq.
Cooley Godward Kronish LLP
101 California Street, 5th Floor
San Francisco, CA 94111
(415) 693-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and Commissions)
March 4, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
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Note
. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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1
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The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provide 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 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
).
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CUSIP No.
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374393106
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13D
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Page
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2
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of
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8
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Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TriNet Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,303,419
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,303,419
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,303,419
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.3
%
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14
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TYPE OF REPORTING PERSON
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CO
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TABLE OF CONTENTS
Item 1.
Security and Issuer
The statement contained in this Schedule 13D (this Schedule 13D) relates to the Common
Stock, par value $0.01 per share (the Common Stock) of Gevity HR, Inc. (Gevity HR). The
principal executive offices of Gevity HR are located at 9000 Town Center Parkway, Bradenton, FL
34202.
Item 2.
Identity and Background
This Schedule 13D is being filed by TriNet Group, Inc., a Delaware corporation (TriNet
Group), a privately owned provider of payroll, benefits and human resource outsourcing services.
The address of the principal office of TriNet Group is 1100 San Leandro Boulevard, Suite 300, San
Leandro, CA 94577.
Set forth in Schedule I to this Schedule 13D is the name, and present principal occupation or
employment and citizenship of each of TriNet Groups executive officers and directors and the name,
principal business and address of any corporation or other organization in which such employment is
conducted. During the past five years, neither TriNet Group nor, to TriNet Groups knowledge, any
person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the past five years, neither TriNet
Group nor, to TriNet Groups knowledge, any person named in Schedule I to this Schedule 13D, has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws.
As
of the date of this filing, GA TriNet, LLC (GA TriNet), an affiliate of General
Atlantic LLC, a Delaware limited liability company (GA LLC), is TriNet
Groups majority stockholder and may be deemed to control TriNet. information
regarding GA TriNet and GA LLC that is responsive to Items 2 through 6 of this Schedule 13D
is contained in GA LLCs Schedule 13-D/A filed on the date of filing of this Schedule 13D.
Item 3.
Source and Amount of Funds or Other Consideration
Not applicable.
Item 4.
Purpose of Transaction
(a), (b) TriNet Group is a party to that certain Agreement and Plan of Merger, dated as of
March 4, 2009 (the Merger Agreement), by and among Gevity HR, Gin Acquisition, Inc., a Florida
corporation and a wholly-owned subsidiary of TriNet Group (Merger Sub), and TriNet Group. Upon
the terms and subject to the conditions of the Merger Agreement, Merger Sub shall be merged with
and into Gevity HR (the Merger) in accordance with the Florida Business Corporation Act.
Following the Merger, the separate corporate existence of Merger Sub shall cease and Gevity HR
shall continue as the surviving corporation and a wholly owned subsidiary of TriNet Group. Pursuant
to and subject to the terms and conditions of the Merger Agreement, each share of Common Stock
issued and outstanding immediately prior to the effective time of the Merger will be automatically
converted into the right to receive $4.00 in cash.
3.
Concurrently with the execution of the Merger Agreement, ValueAct Capital Master Fund, L.P.,
ValueAct Capital Master Fund III, L.P. and Todd Bourell (each, a ValueAct Shareholder, and
collectively, the ValueAct Shareholders) and TriNet Group entered into a Voting Agreement, dated
as of March 4, 2009 (the Voting Agreement). The ValueAct Shareholders collectively own 13.3%
of the outstanding shares of Gevity HR common stock. Under the Voting Agreement, the ValueAct
Shareholders agreed to vote (or cause to be voted), in person or by proxy, all the shares of Gevity
HR common stock held by the ValueAct Shareholders (i) in favor of the adoption of the Merger
Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any
actions required in furtherance thereof), (ii) against any action, proposal, transaction or
agreement that would reasonably be expected to result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of Gevity HR contained in the
Merger Agreement or of the ValueAct Shareholders contained in the Voting Agreement, and (iii)
except with the written consent of TriNet Group, against the following actions or proposals (other
than the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal (as
defined in the Merger Agreement); or (B) any other action or proposal, involving Gevity HR or any
subsidiary of Gevity HR that would reasonably be expected to prevent or materially impede,
interfere with, delay, postpone or adversely affect the Merger or any other transaction
contemplated by the Merger Agreement.
Pursuant to the Voting Agreement, the ValueAct Shareholders also granted and appointed TriNet
Group and certain officers of TriNet Group, in their capacities as such, as their irrevocable proxy
and attorney-in-fact (with the full power of substitution and resubstitution) to vote the shares of
Gevity HR common stock held by the ValueAct Shareholders as indicated in the Voting Agreement. The
proxy so granted will terminate upon any termination of the Voting Agreement in accordance with its
terms. The Voting Agreement terminates on the date that is the earliest of (i) the Effective Time
(as defined in the Merger Agreement), (ii) the termination of the Merger Agreement in accordance
with its terms, (iii) written notice of termination of the Voting Agreement by TriNet Group to the
ValueAct Shareholders or (iv) the amendment of the Merger Agreement to provide for a reduction in
the amount of the Merger Consideration or a change in the form of the Merger Consideration.
References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreement as
set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement
and the Voting Agreement, included as Exhibits 2.1 and 2.2, respectively, to this Schedule 13D,
which are incorporated herein in their entirety where such references and descriptions appear.
(c) Not applicable.
(d) On consummation of the Merger, the board of directors of the Merger Sub immediately prior
to the effective time of the Merger will become the directors of the Surviving Corporation (as
defined in the Merger Agreement), until their respective successors are duly elected or appointed
and qualified. On consummation of the Merger, the officers of the Merger Sub immediately prior to
the effective time of the Merger will become the initial officers of the Surviving Corporation,
until their respective successors are duly appointed. TriNet Group will appoint each of the
directors and officers of Merger Sub.
(e) Other than as a result of the Merger described in Item 3 and Item 4 above, not applicable.
(f) Upon consummation of the Merger, Gevity HR will become a wholly owned subsidiary of TriNet
Group.
(g) On consummation of the Merger, the Articles of Incorporation of Gevity HR will be amended
and restated in its entirety to be identical to the Articles of Incorporation of Merger Sub, as in
effect immediately prior to the effective time of the Merger (except that the name of Gevity HR
will remain Gevity HR, Inc.), and such Articles of Incorporation of Gevity HR, as so amended and
restated,
4.
will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in
accordance with the Florida Business Corporation Act and such Articles of Incorporation. On
consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger,
will be, at the effective time of the Merger, the Bylaws of the Surviving Corporation until
thereafter amended in accordance with the Florida Business Corporation Act, the Articles of
Incorporation of Gevity HR and such Bylaws.
(h) (i) In connection with the consummation of the Merger, the Gevity HR common stock will
be deregistered under the Securities Exchange Act of 1934, as amended, and delisted from the Nasdaq
Global Select Market.
(j) Other than as described above, TriNet Group currently has no plan or proposal which
relates to, or may result in, any of the matters listed in Items 4(a) (i) of Schedule 13D.
Item 5.
Interest in Securities of the Issuer
(a) (b) As a result of the Voting Agreement, TriNet Group may be deemed to be the
beneficial owner of at least 3,303,419 shares of Common Stock, as of March 4, 2009. Such shares
constitute approximately 13.3% of the issued and outstanding shares of Common Stock. TriNet Group
also may be deemed to have shared voting power with respect to the foregoing shares with respect to
those matters described above. However, TriNet Group is not entitled to any rights as a
shareholder of Gevity HR with respect to the foregoing shares, and disclaims beneficial ownership
of such shares.
The two individuals listed on Schedule I to this Schedule 13D whose names are marked with an
asterisk (the GA Managing Directors) are managing
directors of GA LLC. As of the date of
this filing, HR Acquisitions, LLC (HR Acquisitions), an affiliate of GA LLC,
beneficially owns approximately 9.0% of the outstanding shares of
Gevity HRs common stock. In addition, GA TriNet, another affiliate of GA LLC and an affiliate of HR
Acquisitions, is TriNet Groups majority stockholder. Each GA Managing Director disclaims beneficial ownership of
the shares owned by HR Acquisitions except to the extent of his pecuniary interest in them. To
the knowledge of TriNet Group, other than as set forth above, no person listed on Schedule I to
this Schedule 13D has an equity or other ownership interest in Gevity HR. Set forth on Schedule II
to this Schedule 13D are the names of the ValueAct Shareholders and the number of shares of Common
Stock beneficially owned by each such entity. Set forth on Schedule III to this Schedule 13D is,
to the knowledge of TriNet Group, the respective present principal occupation or employment,
including the name, principal business and address of any corporation or other organization in
which such employment is located conducted, of each person with whom TriNet Group shares the power
to vote or to direct the vote or to dispose or direct the disposition of Common Stock.
(c) TriNet Group has not purchased any shares of Common Stock in the past sixty days.
(d) To the knowledge of TriNet Group, the ValueAct Shareholders have the right to receive, or
the power to direct the receipt of dividends from, or any proceeds from the sale of, the Gevity HR
common stock beneficially owned by TriNet Group.
(e) Not applicable.
5.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Other than as described in Item 4 above, to the best knowledge of TriNet Group, there are no
contracts, understandings, arrangements, or relationships (legal or otherwise) giving the persons
named in Item 2 and between such persons and any other person with respect to the securities of
Gevity HR, including, but not limited to, transfer or voting of any of Gevity HRs securities,
finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
6.
Item 7.
Material To Be Filed as Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated as of March 4,
2009 among Gevity HR, Inc., TriNet Group, Inc. and
Gin Acquisition, Inc. (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed
by Gevity HR, Inc. on March 6, 2009).
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2.2
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Voting Agreement dated as of March 4, 2009 between
TriNet Group, Inc. and the stockholders listed on the
signature page thereto.
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[
signature page follows
]
7.
Item 8.
Signature
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.
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TRINET GROUP, INC.
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/s/ Douglas P. Devlin
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(Signature)
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Douglas P. Devlin, Chief Financial Officer
and Chief Operating Officer
(Name/Title)
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8.
Schedule I
Executive Officers and Directors of TriNet Group
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Title, Present Principal Occupation
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Name, Employer and Address
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or Employment
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Citizenship
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Burton M. Goldfield
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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President, Chief Executive
Officer and
Director,
TriNet Group, Inc.
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U.S.A.
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Steve Carlson
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Chief Information Officer,
TriNet
Group, Inc.
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U.S.A.
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Lisa Crosby
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of Benefits,
TriNet
Group, Inc.
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U.S.A.
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Douglas P. Devlin
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Chief Financial Officer and
Chief
Operating Officer,
TriNet Group, Inc.
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U.S.A.
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Lyle DeWitt
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of Finance,
TriNet
Group, Inc.
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U.S.A.
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Greg Hammond, Esq.
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Chief Legal Officer, TriNet
Group, Inc.
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U.S.A.
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Jack Midgley
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of Products,
TriNet
Group, Inc.
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U.S.A.
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Jay Pimentel, Esq.
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Associate General Counsel,
TriNet
Group, Inc.
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U.S.A.
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Steve Roop
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of
Marketing, TriNet
Group,
Inc.
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U.S.A.
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Jim Smith
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of
Operations, TriNet
Group,
Inc.
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U.S.A.
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Title, Present Principal Occupation
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Name, Employer and Address
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or Employment
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Citizenship
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Mike Triantos
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Vice President of Field
Operations,
TriNet Group, Inc.
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U.S.A.
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Martin Babinec
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Chairman, TriNet Group, Inc.
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U.S.A.
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H. Raymond Bingham*
General Atlantic Service Company, LLC
228 Hamilton Avenue
Palo Alto, CA 94301
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Director, TriNet Group, Inc.
Managing Director of
General Atlantic LLC
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U.S.A.
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H. Lynn Hazlett
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Director, TriNet Group, Inc.
Managing Partner of RxD
Citrus Ltd.
and AMI Bayshore Developer LLC,
President of Bear Two, LLC,
BBC Member Services LLC and
Bay Side Resorts, LLC
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U.S.A.
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David C. Hodgson*
General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
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Director, TriNet Group, Inc.
Managing Director of
General Atlantic LLC
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U.S.A.
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Anthony V. Martin
TriNet Group, Inc.
1100 San Leandro Boulevard, Suite 300
San Leandro, CA 94577
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Director, TriNet Group, Inc.
Retired.
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U.K.
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Schedule II
Specified Stockholders and Percentage of Gevity HR Common Stock
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Number of Shares of
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Percentage of
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Gevity HR Common
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Outstanding
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Stock Beneficially
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Gevity HR Shares
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Specified Stockholder
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Owned
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Common Stock(1)
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ValueAct Capital Master Fund, L.P.
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2,985,426
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12.1
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%
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ValueAct Capital Master Fund III, L.P.
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305,900
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1.2
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%
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Todd Bourell
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12,093
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0.1
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%
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(1)
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Based upon 24,690,272 shares of Common Stock.
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Schedule III
Employment Information of Specified Stockholders
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Specified Stockholder
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Principal Occupation or Employment
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Name and Address of Employer
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TriNet Group, Inc.
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leading provider of payroll, benefits
and human resource outsourcing
services
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1100 San Leandro Boulevard
Suite 300
San Leandro, CA 94577
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ValueAct Shareholders
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Venture capital and similar investments
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435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
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Exhibit Index
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated as of March 4,
2009 among Gevity HR, Inc., TriNet Group, Inc. and
Gin Acquisition, Inc. (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed
by Gevity HR, Inc. on March 6, 2009).
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2.2
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Voting Agreement dated as of March 4, 2009 between
TriNet Group, Inc. and the stockholders listed on the
signature page thereto.
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