SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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)

David L. Caplan

Partner & General Counsel 

Atairos Management, L.P.

620 Fifth Avenue

New York, NY 10020

(646) 690-5220

With a Copy to:

Anthony F. Vernace

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-7136

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 19, 2019

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	AGI-T, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,691,312
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,691,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,691,312
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.2%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

  (1) Based on 70,170,155 shares of Common Stock outstanding as of February 7, 2019.

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	A-T Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,691,312
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,691,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,691,312
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Atairos Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,516,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,516,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,516,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Atairos Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,516,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,516,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,516,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Atairos Partners GP, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,516,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,516,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,516,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	A-A SMA, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,813,022
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,813,022
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,813,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	A-A SMA GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,813,022
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,813,022
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,813,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Michael J. Angelakis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,516,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,516,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,516,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on February 13, 2017 (the “Original 13D” and, as amended by this Amendment No. 1, this “Schedule 13D”) relating to the common stock, par value $0.000025 per share (the “Common Stock”), of TriNet Group, Inc., a Delaware corporation (the “Issuer” or the “Company”). Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Original 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings assigned thereto in the Original 13D.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On February 19, 2019, A-A SMA, L.P. (“A-A SMA”) entered into a 10b5-1 stock trading plan (the “Stock Trading Plan”) with Allen & Company LLC  (“Allen & Company”) pursuant to which Allen & Company was appointed by A-A SMA to purchase on behalf of A-A SMA up to an aggregate of 2,000,000 shares of Common Stock, commencing from February 25, 2019 and ending on February 25, 2020 or until all of the shares of Common Stock to be purchased under the Stock Trading Plan are purchased or the Stock Trading Plan is otherwise terminated. The foregoing description of the Stock Trading Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Trading Plan, a copy of which is attached here as Exhibit 5.

Item 5.  Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby supplemented as follows:

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are the beneficial owners of 19,516,847 shares of Common Stock.  Such amount includes 12,513 shares of Common Stock received by Mr. Angelakis in his capacity as a director of the Issuer, over which the Reporting Persons may be deemed to have beneficial ownership.  Such number of shares of Common Stock represent 27.8% of the shares of Common Stock outstanding based on 70,170,155 shares of Common Stock outstanding as of February 7, 2019, which number the Company reported in its Form 10-K for the annual period ended December 31, 2018 filed with the U.S. Securities and Exchange Commission on February 14, 2019.

(b) Each Reporting Person has shared voting power and shared dispositive power of the shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

(c) Except as set forth below and elsewhere in this Schedule 13D, no Reporting Person or, to the best knowledge of the Reporting Persons, any other person identified on Schedule A hereto, has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

On February 6, 2019, the Issuer granted Mr. Angelakis 4,318 restricted stock units in his capacity as a director of the Issuer.  The restricted stock units will vest 100% on February 6, 2020. The Reporting Persons may be deemed to have beneficial ownership of the shares underlying any restricted stock units granted to Mr. Angelakis in connection with his service as a director of the Issuer.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

The disclosures under Item 4 of this Schedule 13D are incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented as follows:

Exhibit 5: Stock Trading Plan, dated as of February 19, 2019, among A-A SMA, L.P. and Allen & Company LLC (filed herewith).

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.

Dated: February 21, 2019.

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
	Name: David L. Caplan
	Title: Authorized Signatory

A-T HOLDINGS GP, LLC

By:	ATAIROS GROUP, INC., its sole member and manager
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Authorized Signatory

ATAIROS GROUP, INC.

By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President and General Counsel

ATAIROS PARTNERS, L.P.

By:	ATAIROS PARTNERS GP, INC., its general partner
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President

ATAIROS PARTNERS GP, INC.

By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President

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
	Name: David L. Caplan
	Title: Authorized Signatory

A-A SMA GP, LLC

By:	ATAIROS GROUP, INC., its sole member and manager
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Authorized Signatory

MICHAEL J. ANGELAKIS

By: /s/ MICHAEL J. ANGELAKIS

[Signature Page to Schedule 13D – TriNet Group, Inc.]

SCHEDULE A

Directors and Officers of Atairos Group, Inc. and Atairos Partners GP, Inc.

Name	Office	Principal Business Address	Citizenship
Michael J. Angelakis	Chairman and Chief Executive Officer	40 Morris Avenue Bryn Mawr, PA 19010	United States of America
Alexander D. Evans	Director and Vice President	620 Fifth Avenue, Rockefeller Plaza, New York, NY 10020	United States of America
David L. Caplan	Director, Vice President, and General Counsel	620 Fifth Avenue, Rockefeller Plaza, New York, NY 10020	United States of America
Clare McGrory	Director and Chief Financial Officer	40 Morris Avenue Bryn Mawr, PA 19010	United States of America
Melissa Bethell	Director	17 Duke of York Street London SW1Y 6LB England	United States of America

EX-5

EXHIBIT 5

Rule 10b5‑1 Trading Plan

A-A SMA, L.P. (the “Buyer”) adopts this Trading Plan dated February 19, 2019 (the “Trading Plan”) with Allen & Company LLC  (“Allen”) with respect to the Common Stock, par value $0.000025 per share, of TriNet Group, Inc. (“Issuer”) (symbol: “TNET”) (herein, “Stock”) and for the purpose of establishing a trading plan that complies with Rule 10b5‑1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Buyer and Allen agree as follows:

1. Specific Plan of Purchase.  Allen, acting as agent, agrees as follows:

(a) To effect purchases of Stock on behalf of the Buyer in open market transactions in accordance with all applicable securities laws and regulations including without limitation the provisions of Rule 10b-18 of the Exchange Act and in accordance with the specific instructions set forth in Exhibit A commencing on, and including, February 25, 2019 (the “Commencement Date”);

(b) That the total number of shares of Stock to be purchased on any day shall not exceed the then applicable volume limitation of Rule 10b-18 under the Exchange Act, counting block transactions against the volume limitation to the extent required by such Rule;

(c) To execute the purchases specified in the Trading Plan under ordinary principles of best execution; and

(d) That no person who exercises influence on Allen’s behalf over how, when or whether to effect purchases pursuant to the Trading Plan may do so while aware of any material non-public information relating to the Stock or the Issuer (including any company which the Issuer has agreed to acquire).

2. Fees/Commissions. The Buyer shall pay Allen the fees/commissions set forth in Exhibit A.

3. The Buyer’s Representations and Warranties.  The Buyer represents and warrants that:

(a) At the time of the Buyer’s entry into this Trading Plan, the Buyer is not aware of any material nonpublic information concerning Issuer or any securities of Issuer;

(b) The Buyer is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5‑1;

(c) The Buyer and the Issuer have determined that this Trading Plan is consistent with Issuer’s insider trading policy and have delivered to Allen a Certificate of the Issuer in the form of Exhibit B hereto;

(d) [Reserved]

(e) There are no legal, contractual or regulatory restrictions applicable to the Buyer, the Issuer or their respective affiliates as of the date of this representation that would prohibit the Buyer from either entering into the Trading Plan or purchasing Stock pursuant to the Trading Plan, assuming compliance with Rule 10b-18 as aforesaid;

(f) The Buyer has had an opportunity to consult with the Buyer’s own advisors as to the legal, tax, financial and other aspects of this Trading Plan, including this Trading Plan’s compliance with Rule 10b5‑1 and applicable state law; and

(g) The Buyer is not an “affiliated purchaser” of the Issuer within the meaning of Rule 10b-18 of the Exchange Act.

4. Agreements by the Buyer.  The Buyer severally acknowledges and agrees to the following provisions:

(a) Brokerage Account. The Buyer shall open a sole-purpose Allen brokerage account prior to execution of purchases under this Trading Plan in the name of and for the sole benefit of the Buyer.

(b) Payment.  The Buyer shall pay Allen for all shares of Stock purchased under the Trading Plan (including all commissions) on or prior to the regular settlement period for such Stock (currently T+2), as instructed by Allen.

(c) Hedging Transactions.While this Trading Plan is in effect, the Buyer shall comply with the prohibition set forth in Rule 10b5‑1(c)(1)(i)(C) against entering into or altering a corresponding or hedging transaction or position with respect to the Stock.

(d) Notice to Allen.  The Buyer shall notify Allen to terminate or suspend purchases, as appropriate, as soon as practicable upon the occurrence of any of the events contemplated in paragraph 5(a) or (b) or paragraph 6(d).

(e) Communications. The Buyer shall not, directly or indirectly, communicate any material nonpublic information relating to the Stock or Issuer to any Allen employee in the Allen 10b5‑1 Group.  For purposes of this Trading Plan the Allen 10b5-1 Group shall mean any of Scott Bacigalupo, Jeff Stanley, Dan Weidlein, Matt McAndrew or Matt Westfall.

(f) No Influence. The Buyer does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Stock pursuant to this Trading Plan.

(g) Exclusivity. Until this Trading Plan has been terminated, the Buyer shall not enter into any agreement with, give any instructions to, or adopt a plan for trading with another Financial Institution with respect to purchase or sale of the Stock for the purpose of establishing a trading plan that complies with Rule 10b5‑1 (unless such other agreement or plan contemplates purchases or sales after the termination date of this Trading Plan), nor will Buyer bid for or purchase the Stock though any other broker or dealer on a day when bids for or purchases of the Stock may be made by Allen.

(h) Acknowledgment of Relief from Obligation to Effect Purchases.  Allen shall be relieved of its obligation to purchase Stock as otherwise required by paragraph 1 above at any time when:

(i) Allen has determined that (A) it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to the Buyer, the Issuer or their respective affiliates and has received advice of legal counsel to such effect; or (B) a material adverse change in the financial markets, in the market activity in the Stock or in the internal systems of Allen or one of its affiliates, an outbreak or escalation of hostilities or other crisis or calamity has occurred (in each case, the effect of which is such as to make it, in the sole good faith judgment of Allen, impracticable for Allen to purchase Stock); or (C) a trading suspension with respect to the Stock by the Securities and Exchange Commission or The Nasdaq National Market or a delisting of the Stock or a banking moratorium has occurred; if Allen cannot effect a purchase for any of such reasons, Allen shall effect such purchase as promptly as practical after the cessation or termination of such cause, subject to the restrictions contained elsewhere in this agreement (including Exhibit A);

(ii) This Trading Plan is suspended in accordance with paragraph 5 below; or

(iii) This Trading Plan is terminated in accordance with paragraph 6 below.

5. Suspension.  Purchases under this Trading Plan shall be suspended as follows:

(a) Promptly after the date on which Allen receives notice from the Buyer or the Issuer of legal, contractual or regulatory restrictions applicable to the Buyer, the Issuer or their respective affiliates that would prevent Allen from purchasing Stock under this Trading Plan (such notice merely stating that there is an applicable restriction without specifying the reasons for the restriction), it being understood that the Buyer becoming aware of material non-public information shall not constitute such a restriction.

(b) In the event that the Allen 10b5‑1 Group becomes aware of material nonpublic information concerning Issuer or the Stock, Allen may be required by applicable law or, in its sole good faith discretion based on advice of counsel, find it advisable, to suspend repurchases under this Trading Plan.  In such case, Allen shall promptly notify the Buyer of the suspension of purchases under this Trading Plan (such notice merely stating that there is an applicable restriction without specifying the reasons for the restriction).

Any such suspension shall remain in effect only for so long as any of the circumstances described in clauses (a) through (b) above shall remain in effect.

6. Termination.  This Trading Plan will terminate on the earliest to occur of the following:

(a) at such time as Allen shall have purchased the maximum number of shares of Stock as set forth on Exhibit A;

(b) the close of business on February 25, 2020;

(c) promptly after the date on which Allen receives notice from the Buyer or the Issuer of the termination of this Trading Plan; or

(d) upon the reasonable determination by Allen based on advice of counsel, or promptly after the reasonable determination by the Buyer and notice to Allen, that this Trading Plan does not comply with Rule 10b5‑1.

7. Allen’s Representations and Warranties.  This Trading Plan constitutes Allen’s legal, valid and binding obligation enforceable against Allen in accordance with its terms.

8. Indemnification; Limitation of Liability.

(a) Indemnification.  The Buyer agrees to indemnify and hold harmless Allen and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) arising out of or attributable to (A) Allen’s actions taken or not taken in compliance with this Trading Plan, except to the extent such Losses are caused by Allen’s gross negligence or willful misconduct, (B) any breach by a Buyer of this Trading Plan (including a Buyer’s representations and warranties hereunder), or (C) any violation by a Buyer of applicable laws or regulations.  This indemnification shall survive termination of this Trading Plan.

(b) Limitation of Liability.  Notwithstanding any other provision hereof, Allen shall not be liable to the Buyer or the Issuer, and the Buyer and the Issuer shall not be liable to Allen, for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including, but not limited to, failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”

9. Notices.

(a) All notices to Allen under this Trading Plan shall be provided in writing to Allen’s General Counsel by e-mail or by national overnight courier or certified mail to the address below:

Allen & Company LLC

711 Fifth Avenue

New York, NY 10022

Attn:  General Counsel

Email:  pdiiorio@allenco.com

(b) All notices to the Buyer under this Trading Plan shall be given to the Buyer by e-mail or by national overnight courier or certified mail to the addresses below:

A-A SMA, L.P.

c/o Atairos Management, L.P.

40 Morris Avenue

Bryn Mawr, PA 19010

Attn: David Caplan

         Clare McGrory

Email: d.caplan@atairos.com

           c.mcgrory@atairos.com

(c) Allen will provide notification of all purchases of Stock under this Trading Plan to the Buyer by e-mail at the above addresses by 6 p.m. (ET) on the date of execution on a best efforts basis, with a final report by 12 p.m. (ET) on the following business day.  The Buyer agrees to notify Allen in writing of any changes to the contact information provided.

10. Amendments and Modifications.  This Trading Plan and Exhibit A hereto may be amended by the Buyer only upon the written consent of Allen, receipt by Allen of a certificate signed by the Buyer dated as of the date of such amendment, certifying that the representations and warranties of the Buyer contained in this Trading Plan are true at and as of the date of such certificate as if made at and as of such date, and receipt by Allen of a Certificate of the Issuer in the form of Exhibit B hereto.  Notice of any amendment or modification to this Plan shall be provided to Allen not less than five (5) business days prior to the effective date of the amendment or modification, and such amended or modified plan may not become effective until fifteen (15) calendar days after the date of such amendment or modification unless otherwise agreed to by the Buyer and Allen.  Termination of this Trading Plan shall not be deemed an amendment or modification.

11. Inconsistency with Law.  If any provision of this Trading Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.  All other provisions of this Trading Plan will continue and remain in full force and effect.

12. Governing Law.  This Trading Plan shall be governed by and construed in accordance with the internal laws of the State of New York.

13. Entire Agreement.  This Trading Plan, including Exhibit A, and the brokerage account agreement referred to in paragraph 4(a) above, constitute the entire agreement between the parties with respect to this Trading Plan and supercede any prior agreements or understandings with regard to this Trading Plan.

14. Counterparts.  This Trading Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date first written above.

A-A SMA, L.P.

By: A-A SMA GP, LLC, its General Partner

By: Atairos Group, Inc., its Sole Member and Manager

/s/ David Caplan

Name: David Caplan

Title:   Vice President

ALLEN & COMPANY LLC

/s/ Peter DiIorio

Name: Peter DiIorio

Title:   General Counsel