Sec Form 4 Filing - AGI-T, L.P. @ TRINET GROUP INC - 2017-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 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) (Last) (First) (Middle) C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2017 (Street) BRYN MAWR, PA19010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/05/2017 M 89 A 89 ( 2 ) I See footnote ( 2 ) ( 3 ) Common Stock 17,691,312 I See footnote ( 3 ) ( 4 ) Common Stock 1,813,022 I See footnote ( 3 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/05/2017 M 89 ( 6 ) ( 6 ) Common Stock 89 $ 0 0 I See footnote ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AGI-T, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR, PA19010 X X A-A SMA GP, LLC C/O ATAIROS MANAGEMENT, L.P., THIRD FLOO 40 MORRIS AVENUE BRYN MAWR, PA19010 X Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X X Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X A-T Holdings GP, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE BRYN MAWR, PA19010 X A-A SMA, L.P. C/O ATAIROS MANAGEMENT, L.P., THIRD FLOO 40 MORRIS AVENUE BRYN MAWR, PA19010 X Signatures By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 02/07/2017 Signature of Reporting Person Date By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 02/07/2017 Signature of Reporting Person Date By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 02/07/2017 Signature of Reporting Person Date By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/07/2017 Signature of Reporting Person Date 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 02/07/2017 Signature of Reporting Person Date 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 02/07/2017 Signature of Reporting Person Date By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/07/2017 Signature of Reporting Person Date By: /s/ Michael J. Angelakis 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units convert into common stock, par value $0.000025 per share (the "Common Stock"), on a one-for-one basis. ( 2 )The Restricted Stock Units reported herein were granted to Michael J. Angelakis 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. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 4 )AGI-T, L.P. directly beneficially owns 17,691,312 shares of the Common Stock. ( 5 )A-A SMA, L.P. directly beneficially owns 1,813,022 shares of Common Stock. ( 6 )The Restricted Stock Units vested 100% on February 5, 2017. The Restricted Stock Units are also subject to accelerated vesting upon certain events.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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