Trilogy International Partners (TLLYF) Form 4 Trilogy International Partners / JOHN W STANTON 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^*

SG Enterprises, II LLC

(Last) (First) (Middle)

155 108TH AVENUE NE, SUITE 400

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trilogy International Partners Inc. [ TRL.H ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

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

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 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 shares without par value	03/28/2024		J		71,719,030	A	(1)	88,627,593	D(2)

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

1. Name and Address of Reporting Person^*

SG Enterprises, II LLC

(Last) (First) (Middle)

155 108TH AVENUE NE, SUITE 400

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STANTON JOHN W

(Last) (First) (Middle)

155 108TH AVENUE NE, SUITE 400

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GILLESPIE THERESA E

(Last) (First) (Middle)

155 108TH AVENUE NE, SUITE 400

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

Explanation of Responses:

1. Acquired pursuant to the Arrangement Agreement among the issuer and SG Enterprises II, LLC (the "Purchaser"), dated as of December 19, 2023, pursuant to which the Purchaser acquired all of the outstanding shares of the issuer (other than those shares the Purchaser already owned) in exchange for cash consideration of $0.07 per share.

2. SG Enterprises II, LLC is an entity owned and controlled by John W. Stanton and Theresa E. Gillespie. Mr. Stanton has filed a separate Form 4 in his capacity as a Director of Trilogy International Partners Inc.

	SG ENTERPRISES II, LLC By: /s/ John W. Stanton, Manager	03/28/2024
	/s/ John W. Stanton	03/28/2024
	/s/ Teresa E. Gillespie	03/28/2024
	** 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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