Statement of Changes in Beneficial Ownership (4)
08 November 2019 - 8:07AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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AGI-T, L.P. |
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 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2019
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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
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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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11/5/2019
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P
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138400 (1)
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A
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$52.78 (2)
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2550767
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I
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See Footnote (4)(5)
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Common Stock
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11/6/2019
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P
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70000 (1)
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A
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$52.92 (3)
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2620767
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I
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See Footnote (4)(5)
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Common Stock
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17691312
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I
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See Footnote (5)(6)
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Common Stock
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12513
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I
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See Footnote (5)(7)
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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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Explanation of Responses:
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(1)
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Reflects the purchase of shares of Common Stock of the Issuer ("Common Stock") effected pursuant to Rule 10b5-1 trading plans adopted by A-A SMA, L.P.
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(2)
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The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $52.10 to $53.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.
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(3)
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The reported price is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $52.60 to $53.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within such range.
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(4)
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Reflects shares of Common Stock directly beneficially owned by A-A SMA, L.P.
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(5)
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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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(6)
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Reflects shares of Common Stock directly beneficially owned by AGI-T, L.P.
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(7)
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Reflects shares of Common Stock directly beneficially owned 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.
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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, THIRD FLOOR 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 MONROE AVENUE, THIRD FLOOR 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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11/7/2019
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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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11/7/2019
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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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11/7/2019
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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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11/7/2019
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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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11/7/2019
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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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11/7/2019
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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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11/7/2019
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**Signature of Reporting Person
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Date
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By: Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact
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11/7/2019
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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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