Sec Form 4 Filing - ANDRUS JEREMY @ Traeger, Inc. - 2022-08-02

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
ANDRUS JEREMY
2. Issuer Name and Ticker or Trading Symbol
Traeger, Inc. [ COOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O TRAEGER, INC., 1215 E WILMINGTON AVE., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2022
(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 08/02/2022 M( 1 ) 518,864 A $ 0 8,387,213 D
Common Stock 08/31/2022 M( 2 ) 518,864 A $ 0 8,906,077 D
Common Stock 3,890,913 I By Andrus-Traeger Holdings, LLC( 3 )
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 ( 4 ) 08/02/2022 M( 1 ) 518,864 08/02/2022( 1 ) 08/02/2031 Common Stock 518,864 $ 0 4,669,774 D
Performance-Based Restricted Stock Unit ( 4 ) 08/31/2022 M( 2 ) 518,864 08/31/2022( 2 ) 08/02/2031 Common Stock 518,864 $ 0 4,150,910 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDRUS JEREMY
C/O TRAEGER, INC.
1215 E WILMINGTON AVE., SUITE 200
SALT LAKE CITY, UT84106
X Chief Executive Officer
Signatures
/s/ Courtland Astill, Attorney-in-fact 09/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Relates to the vesting of the first half of the first tranche on August 2, 2022 of Performance-Based Restricted Stock Units ("PSUs") that were previously earned under the stock price performance criteria.
( 2 )Relates to the accelerated vesting of the second half of the first tranche of PSUs that were previously earned under the stock price performance criteria. These earned PSUs were scheduled to vest on August 2, 2023, but their vesting was accelerated pursuant to a letter agreement between the reporting person and the Issuer.
( 3 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 4 )Each PSU represents a contingent right to receive one share of the Issuer's Common Stock to the extent earned based on satisfying the stock price performance criteria and subject to time-based vesting.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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