SEC FORM 4

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^*

AGI-T, L.P.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2020		P		88,931⁽¹⁾	A	$50.41⁽²⁾	3,401,177	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/11/2020		P		43,619⁽¹⁾	A	$51.2⁽³⁾	3,444,796	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/11/2020		P		7,830⁽¹⁾	A	$52.77⁽⁴⁾	3,452,626	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/11/2020		P		28,051⁽¹⁾	A	$53.57⁽⁵⁾	3,480,677	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/11/2020		P		563⁽¹⁾	A	$54.08⁽⁶⁾	3,481,240	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/12/2020		P		31,505⁽¹⁾	A	$45.76⁽⁷⁾	3,512,745	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/12/2020		P		64,962⁽¹⁾	A	$46.59⁽⁸⁾	3,577,707	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/12/2020		P		35,240⁽¹⁾	A	$47.36⁽⁹⁾	3,612,947	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock	03/12/2020		P		1,500⁽¹⁾	A	$48.51⁽¹⁰⁾	3,614,447	I	See Footnote⁽¹¹⁾⁽¹²⁾
Common Stock								17,691,312	I	See Footnote⁽¹²⁾⁽¹³⁾
Common Stock								16,831	I	See Footnote⁽¹²⁾⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

AGI-T, L.P.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Angelakis Michael J

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Partners GP, Inc.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Partners, L.P.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Group, Inc.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

A-T Holdings GP, LLC

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

A-A SMA, L.P.

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS AVENUE, THIRD FLOOR

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

A-A SMA GP, LLC

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MONROE AVENUE, THIRD FLOOR

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the purchase of shares of Common Stock of the Issuer ("Common Stock") effected pursuant to Rule 10b5-1 trading plans adopted by A-A SMA, L.P.

2. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $49.83 to $50.82, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

3. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $50.83 to $51.74, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

4. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $52.00 to $52.97, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

5. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $53.00 to $53.98, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

6. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $54.00 to $54.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

7. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $45.07 to $46.06, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

8. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $46.07 to $47.06, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

9. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $47.07 to $48.01, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

10. The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $48.06 to $48.87, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.

11. Teflects shares of Common Stock directly beneficially owned by A-A SMA, L.P.

12. This Form 4 is being filed by more than one Reporting Person. A-T Holdings GP, LLC is the general partner of AGI-T, L.P. Atairos Group, Inc. is the sole member and manager of A-T Holdings GP, LLC and the sole limited partner of AGI-T, L.P. A-A SMA GP, LLC is the general partner of A-A SMA, L.P. Atairos Group, Inc. is the sole member and manager of A-A SMA GP, LLC and the sole limited partner of A-A SMA, L.P. Atairos Partners, L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

13. Reflects shares of Common Stock directly beneficially owned by AGI-T, L.P.

14. Reflects shares of Common Stock directly beneficially owned by Michael J. Angelakis, which were previously delivered to Mr. Angelakis in connection with the vesting of Restricted Stock Units granted to him in his capacity as a director of the Issuer.

	By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President	03/13/2020
	By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President	03/13/2020
	By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel	03/13/2020
	By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	03/13/2020
	By: AGI-T, L.P., by A-T HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	03/13/2020
	By: A-A SMA, L.P., by A-A SMA GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	03/13/2020
	By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	03/13/2020
	By: /s/ Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact	03/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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