Sec Form 4 Filing - HARDY JAMES H JR @ Traeger, Inc. - 2021-08-02

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 HARDY JAMES H JR 2. Issuer Name and Ticker or Trading Symbol Traeger, Inc. [ COOK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Supply Chain Officer (Last) (First) (Middle) C/O TRAEGER, INC., 1215 E WILMINGTON AVE., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2021 (Street) SALT LAKE CITY, UT84106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/02/2021 P 1,100 A $ 23.1873 4,214 D Common Stock 08/02/2021 A 217,777 A ( 1 ) $ 0 221,991 D

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 Performance-Based Restricted Stock Unit ( 2 ) 08/02/2021 A 93,333 ( 2 ) 08/02/2031 Common Stock 93,333 $ 0 93,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARDY JAMES H JR C/O TRAEGER, INC. 1215 E WILMINGTON AVE., SUITE 200 SALT LAKE CITY, UT84106 Chief Supply Chain Officer Signatures By: /s/ Thomas Burton, Attorney-in-fact 08/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest with respect to 50% of the underlying shares on August 2, 2024, and with respect to the remaining 50% of the underlying shares on August 2, 2025, subject to continued service through each vesting date. ( 2 )Represents an award of Performance-Based Restricted Stock Units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Common Stock and is eligible to be earned based upon the Issuer's Common Stock achieving a specified average price per share measured over any 60 consecurtive trading-day period. The PSUs with respect to 46,667 underlying shares are elible to be earned upon the achievement of an average price per share of $36.00, and with respect to the remaining 46,666 underlying shares upon the achievement of an average price per share of $54.00. Earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2022 and the date on which the average price per share is achieved, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2023 and the first anniversary of the date on which the average price per share is achieved.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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