Trilantic Capital Partners V Form 3/A Initial statement of insider ownership (amended)

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Trilantic Capital Management L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
Traeger, Inc. [ COOK ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2021

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,651,763	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Trilantic Capital Management L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trilantic Capital Partners V (North America) L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trilantic Capital Partners V (North America) Fund A L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCP Traeger Holdings SPV LLC

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trilantic Capital Partners Associates V L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trilantic Capital Partners Associates MGP V LLC

(Last) (First) (Middle)

399 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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.

	Trilantic Capital Management L.P. By: /s/ Giulianna Ruiz, General Counsel	08/04/2021
	Trilantic Capital Partners V (North America) L.P. By: /s/ Giulianna Ruiz, General Counsel	08/04/2021
	Trilantic Capital Partners V (North America) Fund A L.P. By: /s/ Giulianna Ruiz, General Counsel	08/04/2021
	TCP Traeger Holdings SPV LLC By: /s/ Giulianna Ruiz, Secretary	08/04/2021
	Trilantic Capital Partners Associates V L.P. By: /s/ Giulianna Ruiz, General Counsel	08/04/2021
	Trilantic Capital Partners Associates MGP V LLC By: /s/ Giulianna Ruiz, General Counsel	08/04/2021
	** Signature of Reporting Person	Date
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