Triumph (TGI) Form 4 TRIUMPH / Thomas A. Quigley III ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Quigley Thomas A. III

(Last) (First) (Middle)

555 E. LANCASTER AVENUE

SUITE 400

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIUMPH GROUP INC [ TGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, IR, M&A & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/25/2024		A(1)		6,337	A	$0	43,103	D
Common Stock	04/25/2024		F(2)		2,059	D	$13.42	41,044	D
Common Stock	04/27/2023		M		1,322	A	$0	42,366	D
Common Stock	04/27/2024		M		1,906	A	$0	44,272	D
Common Stock	04/27/2024		F(2)		909	D	$13.66	43,363	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(3)	04/27/2024		M			1,322	04/27/2024	04/27/2024	Common Stock	1,322	$0	0	D
Restricted Stock Units	(3)	04/27/2024		M			1,906	(4)	(4)	Common Stock	1,906	$0	3,812	D

Explanation of Responses:

1. Represents Common Stock earned by the Reporting Person from a performance-based restricted stock unit award granted in Fiscal Year 2022 due to the achievement of certain performance goals, as determined by the Human Capital and Compensation Committee of the Issuer on April 25, 2024.

2. Represents shares withheld to cover a tax liability in connection with the vesting and settlement of the performance-based restricted stock units and restricted stock units, as applicable, described herein.

3. Each restricted stock unit represents the right to receive one share of the Registrant's common stock.

4. Forfeiture restrictions will lapse for 1,906 restricted stock units on April 27, 2025 and 1,906 restricted stock units on April 27, 2026. Earlier potential lapse of forfeiture events set forth in the Company's severance plans apply to this award.

	Jennnifer H. Allen, POA for Thomas A. Quigley, III	04/30/2024
	** Signature of Reporting Person	Date
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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