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 PA 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)
02/14/2019
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 02/14/2019 M 4,836 A (1) 12,513 I See Footnote(2)(3)
Common Stock 17,691,312 I See Footnote(3)(4)
Common Stock 1,813,022 I See Footnote(3)(5)
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
Restricted Stock Units (1) 02/14/2019 M 4,836 (6) (6) Common Stock 4,836 $0 0 I See Footnote(2)(3)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
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 PA 19010

(City) (State) (Zip)
Explanation of Responses:
1. Restricted Stock Units convert into common stock of the Issuer, par value $0.000025 per share ("Common Stock"), on a one-for-one basis.
2. Michael J. Angelakis directly beneficially owns 12,513 shares of Common Stock. The Restricted Stock Units reported herein were granted to Michael J. Angelakis in his capacity as a director of the Issuer.
3. 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.
4. AGI-T, L.P. directly beneficially owns 17,691,312 shares of Common Stock.
5. A-A SMA, L.P. directly beneficially owns 1,813,022 shares of Common Stock.
6. The Restricted Stock Units vested 100% on February 14, 2019.
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 02/19/2019
By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 02/19/2019
By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 02/19/2019
By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/19/2019
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 02/19/2019
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 02/19/2019
By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/19/2019
By: /s/ Michael J. Angelakis 02/19/2019
** 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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