TriNet (TNET) Form 4 TRINET / Michael J Angelakis ownership change

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)
07/30/2023

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	07/30/2023		S(1)		589,593(1)	D	$107	3,169,354	I	See Footnotes(2)(5)(6)
Common Stock	07/30/2023		S(1)		2,774,893(1)	D	$107	14,916,419	I	See Footnotes(3)(5)(6)
Common Stock								30,086	I	See Footnotes(4)(5)(6)

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

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. On July 30, 2023, in connection with a fixed price tender offer, which was announced on July 31, 2023 (the "Tender Offer"), the Issuer entered into a repurchase agreement (the "Repurchase Agreement") with AGI-T, L.P. and A-A SMA, L.P. whereby, each of AGI-T, L.P. and A-A SMA, L.P. agreed to sell on a pro rata basis, and the Issuer agreed to repurchase for cash, an aggregate of a minimum of 3,364,486 shares of the Issuer's common stock, par value $0.000025 per share ("Common Stock"), at the price at which the Issuer purchases shares of the Issuer's common stock in the Tender Offer, provided such price is no less than $107.00 per share. In certain circumstances as set forth in the Repurchase Agreement, the repurchased share amount may be increased. The closing of the share repurchase is conditioned upon the consummation of the Issuer's fixed price tender offer which was announced on July 31, 2023.

2. Reflects shares of Common Stock directly held by A-A SMA, L.P.

3. Reflects shares of Common Stock directly held by AGI-T, L.P.

4. Reflects (i) 2,807 Restricted Stock Units and (ii) 27,279 shares of Common Stock directly held 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.

5. 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. Mr. 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.

6. 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	08/01/2023
	By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President	08/01/2023
	By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel	08/01/2023
	By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	08/01/2023
	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	08/01/2023
	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	08/01/2023
	By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	08/01/2023
	By: /s/ Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact	08/01/2023
	** 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).
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