Sec Form 4 Filing - AGI-T, L.P. @ TRINET GROUP INC - 2017-02-17

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) 40 MORRIS ROAD, C/O ATAIROS MANAGEMENT, L.P. 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2017 (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

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 ) ( 2 ) 02/17/2017 A 7,588 ( 3 ) ( 3 ) Common Stock 7,588 $ 0 7,588 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AGI-T, L.P. 40 MORRIS ROAD C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X X Angelakis Michael J 40 MORRIS ROAD C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X X Atairos Partners GP, Inc. 40 MORRIS ROAD C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X Atairos Partners, L.P. 40 MORRIS ROAD C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X Atairos Group, Inc. 40 MORRIS ROAD C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X A-T Holdings GP, LLC 40 MORRIS AVENUE C/O ATAIROS MANAGEMENT, L.P. BRYN MAWR, PA19010 X A-A SMA, L.P. 40 MORRIS AVENUE C/O ATAIROS MANAGEMENT, L.P., THIRD FLOO BRYN MAWR, PA19010 X A-A SMA GP, LLC 40 MORRIS AVENUE C/O ATAIROS MANAGEMENT, L.P., THIRD FLOO BRYN MAWR, PA19010 X Signatures ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 02/22/2017 Signature of Reporting Person Date ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 02/22/2017 Signature of Reporting Person Date ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 02/22/2017 Signature of Reporting Person Date A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/22/2017 Signature of Reporting Person Date 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 02/22/2017 Signature of Reporting Person Date 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 02/22/2017 Signature of Reporting Person Date A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 02/22/2017 Signature of Reporting Person Date /s/ Michael J. Angelakis 02/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by more than one Reporting Person. The restricted stock units reported herein were granted to Michael J. Angelakis in his capacity as a director of the Issuer. 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. ( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of TNET common stock. ( 3 )he Restricted Stock Units will vest 100% on February 17, 2018. The Restricted Stock Units are also subject to accelerated vesting upon certain events.

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