Sec Form 4 Filing - ANDRUS JEREMY @ Traeger, Inc. - 2022-01-28

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) 01/28/2022 (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 01/28/2022 J( 1 ) 491,911 D $ 0 3,399,002 ( 2 ) I By JA Cropston, LLC ( 3 ) Common Stock 04/13/2023 A( 4 )( 5 ) 1,037,728 A $ 0 4,738,419 ( 6 ) D Common Stock 5,422,908 ( 6 ) I By JK Andrus Investments, 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 ( 7 ) 04/13/2023 D( 7 ) 4,150,910 ( 7 ) 08/02/2031 Common Stock 4,150,910 $ 0 0 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 04/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata distribution by Andrus Traeger Holdings, LLC to its members for no consideration. ( 2 )Reflects a change in form of beneficial ownership in a transfer of all shares of the Issuer's common stock previously reported as indirectly held by Andrus Traeger Holdings, LLC to JA Cropston, LLC exempt under Rule 16a-13 ("Rule 16a-13") of the Securities Exchange Act of 1934, as amended. ( 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 )Represents an award of shares of performance-based restricted stock (the "Performance Shares") pursuant to a Performance-Based Restricted Stock Agreement, between the Issuer and the Reporting Person. The Performance Shares are eligible to be earned upon the achievement of an Adjusted EBITDA goal during the fiscal year ending December 31, 2023. If the Adjusted EBITDA goal is achieved, the earned Performance Shares will vest on March 31, 2024. If the Adjusted EBITDA goal is not achieved, then the Performance Shares instead will become eligible to be earned based on the achievement of a stock price of $18.00 per share for the period beginning on January 1, 2024 and ending on August 2, 2031. ( 5 )(continued from footnote 4) If the stock price goal is achieved, the earned Performance Shares will vest on the later of March 31, 2024 and the date on which the stock price goal is achieved. The vesting of the Performance Shares is in all cases subject to the Reporting Person's continued service as the Issuer's chief executive officer or executive chairman of its board of directors. ( 6 )Reflects a change in form of beneficial ownership in a transfer of 5,274,030 shares Issuer's common stock previously reported as directly held by the Reporting Person to JK Andrus Investments, LLC exempt under Rule 16a-13. On October 18, 2022, the Reporting Person inadvertently reported a direct purchase of 148,878 shares of Issuer's common stock. Such shares were purchased indirectly by JK Andrus Investments, LLC. The number of securities listed in Column 5 also reflects the total shares held following such purchases. ( 7 )Reflects the cancellation of unvested performance-based restricted stock units pursuant to the Performance-Based Restricted Stock Agreement.

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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