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 OF SECURITIES
                                                                                  
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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
                      

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/YYYY)

3/25/2020
(Street)

BRYN MAWR, PA 19010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/25/2020  A  5773 (1)A$0 22604 I See Footnote (2)(3)
Common Stock         3758947 I See Footnote (3)(4)
Common Stock         17691312 I See Footnote (3)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Reflects the grant of Restricted Stock Units that convert into Common Stock, par value $0.000025 per share, of the Issuer ("Common Stock"), on a one-for-one basis. The Restricted Stock Units will vest 100% on March 25, 2021. The Restricted Stock Units are also subject to accelerated vesting upon certain events.
(2) Reflects (i) 5,773 Restricted Stock Units and (ii) 16,831 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.
(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) Reflects shares of Common Stock directly beneficially owned by A-A SMA, L.P.
(5) Reflects shares of Common Stock directly beneficially owned by AGI-T, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
AGI-T, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
XX

Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010
XX

Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010

X

Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010

X

Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010

X

A-T Holdings GP, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE
BRYN MAWR, PA 19010

X

A-A SMA, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, THIRD FLOOR
BRYN MAWR, PA 19010

X

A-A SMA GP, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MONROE AVENUE, THIRD FLOOR
BRYN MAWR, PA 19010

X


Signatures
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President3/27/2020
**Signature of Reporting PersonDate

By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President3/27/2020
**Signature of Reporting PersonDate

By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel3/27/2020
**Signature of Reporting PersonDate

By: A-T HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory3/27/2020
**Signature of Reporting PersonDate

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 Signatory3/27/2020
**Signature of Reporting PersonDate

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 Signatory3/27/2020
**Signature of Reporting PersonDate

By: A-A SMA GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory3/27/2020
**Signature of Reporting PersonDate

By: /s/ Michael J. Angelakis, by /s/ David L. Caplan, as attorney-in-fact3/27/2020
**Signature of Reporting PersonDate

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