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