SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
02/01/2017
3. Issuer Name and Ticker or Trading Symbol
TRINET GROUP INC [ TNET ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 17,691,312 I See Footnotes(1)(3)(4)
Common Stock 1,813,022 I See Footnotes(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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)

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 ROAD

(Street)
BRYN MAWR PA 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 ROAD

(Street)
BRYN MAWR PA 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 ROAD

(Street)
BRYN MAWR PA 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 PA 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

(Street)
BRYN MAWR PA 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 MORRIS AVENUE

(Street)
BRYN MAWR PA 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*
Angelakis Michael J

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. AGI-T, L.P. directly beneficially owns 17,691,312 shares of the common stock, par value $0.000025 per share (the "Common Stock"), of TriNet Group, Inc. (the "Issuer").
2. A-A SMA, L.P. directly beneficially owns 1,813,022 shares of Common Stock.
3. This Form 3 is being filed by more than one Reporting Person. The Reporting Persons are the beneficial owners of an aggregate of 19,504,334 shares of Common Stock. 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.
4. Each of A-T Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc., A-A SMA GP, LLC and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by AGI-T, L.P. and/or A-A SMA, L.P., as applicable. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 02/03/2017
By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 02/03/2017
By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 02/03/2017
By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/03/2017
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 02/03/2017
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 02/03/2017
By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/03/2017
By: /s/ Michael J. Angelakis 02/03/2017
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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