Atairos Partners GP 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

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)
05/24/2024

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	05/24/2024		A		2,000⁽¹⁾	A	$0	32,086	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								3,169,354	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock								14,916,419	I	See Footnote⁽³⁾⁽⁴⁾⁽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)
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)

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)

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)

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)

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)

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)

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)

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)

Explanation of Responses:

1. Reflects the grant to Mr. Angelakis of Restricted Stock Units that convert into Common Stock, par value $0.000025 per share, of the Issuer ("Common Stock"), on a one-for-one basis. The Restricted Stock Units will vest 100% on the earlier of the 12-month anniversary of the date of grant and the trading day preceding the date of the Company's 2025 Annual Meeting of the Stockholders, subject to Mr. Angelakis' continued service. The Restricted Stock Units are also subject to accelerated vesting upon certain events.

2. Reflects (i) 2,000 Restricted Stock Units and (ii) 30,086 shares of Common Stock directly beneficially owned by Mr. 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.

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.

4. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

5. Reflects shares of Common Stock directly beneficially owned by A-A SMA, L.P.

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

	By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President	05/29/2024
	By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President	05/29/2024
	By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel	05/29/2024
	By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	05/29/2024
	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	05/29/2024
	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	05/29/2024
	By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory	05/29/2024
	By: /s/ Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact	05/29/2024
	** 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).
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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Atairos Partners GP Form 4TRINET / Michael J Angelakis ownership change