SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ANDRUS JEREMY

(Last)

(First)

(Middle)

C/O TRAEGER, INC.

1215 E WILMINGTON AVE., SUITE 200

(Street)

SALT LAKE CITY

84106

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2021		S		555,556	D	$16.92	5,274,030	D
Common Stock	08/02/2021		A		2,594,319⁽¹⁾	A	$0.00	7,868,349	D
Common Stock	08/02/2021		S		1,311,753	D	$16.92	3,890,913	I	By Andrus-Traeger Holdings, LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Unit	⁽³⁾⁽⁴⁾⁽⁵⁾	08/02/2021		A		5,188,638		⁽³⁾⁽⁴⁾⁽⁵⁾	08/02/2031	Common Stock	5,188,638	$0.00	5,188,638	D

Explanation of Responses:

1. Represents an award of Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest with respect to 20% of the underlying shares on each of the first, second, third, fourth and firth anniversaries of the grant date (August 2, 2022, August 2, 2023, August 2, 2024, August 2, 2025 and August 2, 2026).

2. 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.

3. Represents an award of Performance-Based Restricted Stock Units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The PSUs consist of 5 tranches, each representing 20% of the total award. Each tranche is eligible to be earned based upon the Issuer's Common Stock achieving a specified average price per share measured over any 60 consecurtive trading-day period, with such specified average prices ranging from $22.50 per share to $54.93 per share. For each tranche, earned PSUs vest according to the respective tranche vesting schedule. For the first tranche, earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2022 and the date on which the average price per share is achieved for such tranche, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2023 and the date on which the average price per share is achieved for such tranche.

4. (Continued from Footnote 3) For the second tranche, earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2023 and the date on which the average price per share is achieved for such tranche, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2024 and the date on which the average price per share is achieved for such tranche. For the third tranche, earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2024 and the date on which the average price per share is achieved for such tranche, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2025 and the date on which the average price per share is achieved for such tranche.

5. (Continued from Footnote 4) For the fourth tranche, earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2025 and the date on which the average price per share is achieved for such tranche, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2026 and the date on which the average price per share is achieved for such tranche. For the fifth tranche, earned PSUs vest (i) with respect to 50% of the earned PSUs on the later to occur of August 2, 2026 and the date on which the average price per share is achieved for such tranche, and (ii) with respect to the remaining 50% of the earned PSUs on the later to occur of August 2, 2027 and the date on which the average price per share is achieved for such tranche.

Remarks:

	By: /s/ Thomas Burton, Attorney-in-fact	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 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).
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.