SEC Form SC 13D/A filed by TriNet Group Inc. (Amendment)

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on February 13, 2017, as amended by Amendment No. 1 to the Schedule 13D filed on February 21, 2019 and Amendment No. 2 to the Schedule 13D filed on March 9, 2020 (as so amended, this “Schedule 13D”) relating to the common stock, par value $0.000025 per share (the “Common Stock”), of TriNet Group, Inc., a Delaware corporation (the “Issuer” or the “Company”). Except as specifically set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

 

On February 13, 2023, TriNet Group, Inc. and AGI-T, L.P. (together with its affiliates, “Atairos”) entered into Amendment No. 1 to the Stockholder Agreement, dated as of December 21, 2016 (“Amendment No. 1”).  Pursuant to Amendment No. 1, Atairos agreed, subject to certain exceptions, that it will not acquire any securities of the Company if, immediately after such acquisition, Atairos and its affiliates would beneficially own in the aggregate 39.9% or more of the Company’s outstanding common stock, which represents an increase from the 33% cap reflected in the Stockholder Agreement.  In addition, Amendment No. 1 obligates Atairos to vote any shares in excess of the 39.9% cap proportionately with the votes cast by all other stockholders.  The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1, which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on February 15, 2023 (the “Company Form 10-K”) and filed as an exhibit to this Amendment No. 3.

 

Item 5.  Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby supplemented as follows:

 

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 21,475,439 shares of Common Stock.  Such amount includes 25,180 shares of Common Stock received by Mr. Angelakis in his capacity as a director of the Issuer, over which the Reporting Persons may be deemed to have beneficial ownership.  Beneficial ownership reported herein does not include an additional 2,099 restricted stock units held by Mr. Angelakis which are not scheduled to vest within 60 days of the date hereof. Such number of shares of Common Stock represent 35.8% of the shares of Common Stock outstanding based on 59,984,137 shares of Common Stock outstanding as of February 8, 2023, which number the Company reported in the Company Form 10-K.

 

(b) Each Reporting Person has shared voting power and shared dispositive power of the shares of Common Stock beneficially owned by such Reporting Person as indicated herein. The voting power limitations under Item 4 of this Amendment No 1 are incorporated herein by reference.

 

(c) No Reporting Person or, to the best knowledge of the Reporting Persons, any other person identified on Schedule A to Amendment No. 1, has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

The disclosures under Item 4 of this Schedule 13D are incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby supplemented as follows:

 

Exhibit 7: Amendment No. 1 to Stockholder Agreement, dated as of February 13, 2023, amending the Stockholder Agreement, dated as of December 21, 2016 (the “Stockholder Agreement”), by and between TriNet Group, Inc. and AGI-T, L.P. (incorporated herein by reference to Exhibit 10.22, to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on February 15, 2023).