0001140361-23-037391.txt : 20230801 0001140361-23-037391.hdr.sgml : 20230801 20230801163021 ACCESSION NUMBER: 0001140361-23-037391 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230730 FILED AS OF DATE: 20230801 DATE AS OF CHANGE: 20230801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners, L.P. CENTRAL INDEX KEY: 0001671185 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132182 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Angelakis Michael J CENTRAL INDEX KEY: 0001393014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132184 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Group, Inc. CENTRAL INDEX KEY: 0001671122 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132181 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners GP, Inc. CENTRAL INDEX KEY: 0001671176 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132183 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-A SMA GP, LLC CENTRAL INDEX KEY: 0001697053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132178 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE STREET 2: THIRD FLOOR CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 484-381-4141 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE STREET 2: THIRD FLOOR CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-T Holdings GP, LLC CENTRAL INDEX KEY: 0001694477 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132180 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 4843814141 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGI-T, L.P. CENTRAL INDEX KEY: 0001694481 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132185 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 4843814141 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-A SMA, L.P. CENTRAL INDEX KEY: 0001697046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 231132179 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE STREET 2: THIRD FLOOR CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 484-381-4141 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE STREET 2: THIRD FLOOR CITY: BRYN MAWR STATE: PA ZIP: 19010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRINET GROUP, INC. CENTRAL INDEX KEY: 0000937098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 953359658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE., SUITE 600 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 5103525000 MAIL ADDRESS: STREET 1: ONE PARK PLACE., SUITE 600 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: TRINET GROUP INC DATE OF NAME CHANGE: 20000306 FORMER COMPANY: FORMER CONFORMED NAME: TRINET EMPLOYER GROUP INC DATE OF NAME CHANGE: 20000126 4 1 form4.xml X0508 4 2023-07-30 0000937098 TRINET GROUP, INC. TNET 0001694481 AGI-T, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001393014 Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001671176 Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001671185 Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001671122 Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001694477 A-T Holdings GP, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR PA 19010 true true 0001697046 A-A SMA, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, THIRD FLOOR BRYN MAWR PA 19010 true true 0001697053 A-A SMA GP, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MONROE AVENUE, THIRD FLOOR BRYN MAWR PA 19010 true true false Common Stock 2023-07-30 4 S 0 589593 107 D 3169354 I See Footnotes Common Stock 2023-07-30 4 S 0 2774893 107 D 14916419 I See Footnotes Common Stock 30086 I See Footnotes 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. Reflects shares of Common Stock directly held by A-A SMA, L.P. Reflects shares of Common Stock directly held by AGI-T, L.P. 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. 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. 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 2023-08-01 By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 2023-08-01 By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 2023-08-01 By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 2023-08-01 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 2023-08-01 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 2023-08-01 By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 2023-08-01 By: /s/ Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact 2023-08-01