Statement of Changes in Beneficial Ownership (4)
February 21 2018 - 4:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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.
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2. Issuer Name
and
Ticker or Trading Symbol
TRINET GROUP INC
[
TNET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2018
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(Street)
BRYN MAWR, PA 19010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/17/2018
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M
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7588
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A
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(1)
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7677
(2)
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I
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See footnote
(2)
(3)
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Common Stock
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17691312
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I
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See footnote
(3)
(4)
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Common Stock
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1813022
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I
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See footnote
(3)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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2/17/2018
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M
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7588
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(6)
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(6)
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Common Stock
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7588
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$0
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0
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I
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See Footnote
(2)
(3)
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Explanation of Responses:
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(1)
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Restricted Stock Units convert into common stock, par value $0.000025 per share (the "Common Stock"), on a one-for-one basis.
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(2)
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Michael J. Angelakis directly beneficially owns 7,677 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.
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(3)
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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.
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(4)
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AGI-T, L.P. directly beneficially owns 17,691,312 shares of the Common Stock.
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(5)
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A-A SMA, L.P. directly beneficially owns 1,813,022 shares of Common Stock.
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(6)
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The Restricted Stock Units vested 100% on February 17, 2018. The Restricted Stock Units are also subject to accelerated vesting upon certain events.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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AGI-T, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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X
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Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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X
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Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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A-T Holdings GP, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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A-A SMA, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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A-A SMA GP, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
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X
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Signatures
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By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President
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2/21/2018
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**
Signature of Reporting Person
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Date
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By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President
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2/21/2018
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**
Signature of Reporting Person
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Date
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By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel
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2/21/2018
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**
Signature of Reporting Person
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Date
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By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory
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2/21/2018
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**
Signature of Reporting Person
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Date
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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
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2/21/2018
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**
Signature of Reporting Person
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Date
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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
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2/21/2018
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**
Signature of Reporting Person
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Date
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By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory
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2/21/2018
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**
Signature of Reporting Person
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Date
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By: /s/ Michael J. Angelakis
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2/21/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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