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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 07/29/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |