Sec Form 4 Filing - Trilantic Capital Management L.P. @ Traeger, Inc. - 2021-08-02

Insider filing report for Changes in Beneficial Ownership
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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
Trilantic Capital Management L.P.
2. Issuer Name and Ticker or Trading Symbol
Traeger, Inc. [ COOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
399 PARK AVENUE, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2021
(Street)
NEW YORK, NY10022
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
Common Stock 08/02/2021 S 2,952,091 D $ 16.92 18,699,672 I See footnote ( 1 ) ( 2 )
Common Stock 08/04/2021 S 712,678 D $ 16.92 17,986,994 I See footnote ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Trilantic Capital Management L.P.
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
Trilantic Capital Partners V (North America) L.P.
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
Trilantic Capital Partners V (North America) Fund A L.P.
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
TCP Traeger Holdings SPV LLC
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
Trilantic Capital Partners Associates V L.P.
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
Trilantic Capital Partners Associates MGP V LLC
399 PARK AVENUE, 39TH FLOOR
NEW YORK, NY10022
X See Remarks
Signatures
Trilantic Capital Management L.P. By: /s/ Giulianna Ruiz, General Counsel 08/04/2021
Signature of Reporting Person Date
Trilantic Capital Partners V (North America) L.P. By: /s/ Giulianna Ruiz, General Counsel 08/04/2021
Signature of Reporting Person Date
Trilantic Capital Partners V (North America) Fund A L.P. By: /s/ Giulianna Ruiz, General Counsel 08/04/2021
Signature of Reporting Person Date
TCP Traeger Holdings SPV LLC By: /s/ Giulianna Ruiz, Secretary 08/04/2021
Signature of Reporting Person Date
Trilantic Capital Partners Associates V L.P. By: /s/ Giulianna Ruiz, General Counsel 08/04/2021
Signature of Reporting Person Date
Trilantic Capital Partners Associates MGP V LLC By: /s/ Giulianna Ruiz, General Counsel 08/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are indirectly owned by Trilantic Capital Partners V (North America) L.P. and Trilantic Capital Partners V (North America) Fund A L.P. (together, the "Trilantic Funds"). The holdings of the Trilantic Funds are held by TCP Traeger Holdings SPV LLC ("TCP SPV"), which is managed by Trilantic Capital Partners Associates V L.P. ("Trilantic Associates"), as managing member. Trilantic Capital Partners Associates MGP V LLC ("Trilantic Associates MGP") is the general partner of Trilantic Associates. Trilantic Capital Management L.P. ("TCM"), is the investment adviser of the Trilantic Funds and the TCP SPV.
( 2 )Charles Ayres, E. Daniel James, and Christopher R. Manning (collectively, the "Trilantic Partners") are partners, members of the Board of Managers and majority owners of TCM and the Board of Managers of Trilantic Associates and Trilantic Associates MGP but are not deemed to individually own any of the shares owned directly or indirectly by the Reporting Persons. The Trilantic Funds, TCM, Trilantic Associates and Trilantic Associates MGP disclaim beneficial ownership of the shares of common stock held by TCP SPV, except to the extent of their pecuniary interest.

Remarks:
Each of Mr. E. Daniel James and Mr. James Manges serve on the board of directors of the Issuer as a representative of the Trilantic Funds. As a result, each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer.

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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