| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TNET | Common Stock | Sale | -$63.1M | -590K | -15.69% | $107.00 | 3.17M | Jul 30, 2023 | See Footnotes | F1, F2, F5, F6 |
| transaction | TNET | Common Stock | Sale | -$297M | -2.77M | -15.69% | $107.00 | 14.9M | Jul 30, 2023 | See Footnotes | F1, F3, F5, F6 |
| holding | TNET | Common Stock | 30.1K | Jul 30, 2023 | See Footnotes | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | Reflects shares of Common Stock directly held by A-A SMA, L.P. |
| F3 | Reflects shares of Common Stock directly held by AGI-T, L.P. |
| F4 | 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. |
| F5 | 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. |
| F6 | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. |