FORM 4
☐

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:3235-0287
Expires:02/28/2011
Estimated average burden
hours per response0.5

1. Name and Address of Reporting Person *
Allen Jennifer H.
 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)
CAO, GC & Secretary
(Last)
(First)
(Middle)

555 E. LANCASTER AVENUE, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024
(Street)

RADNOR, PA 19087
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
04/30/2024		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

04/27/2023 M 7,271A $ 0 56,062D 

Common Stock

04/27/2024 M 6,609A $ 0 62,671D 

Common Stock

04/27/2024 F (1)  3,813D $13.6658,858D 

Common Stock

05/02/2024 A (2)  34,021A $ 0 92,879D 

Common Stock

05/02/2024 F (1)  9,412D $13.483,467D 


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 of Derivative Security: 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  7,27104/27/202404/27/2024

Common Stock

7,271 $ 0 0 D 

Restricted Stock Units

 (3) 04/27/2024 M  6,609  (4)   (4)

Common Stock

6,609 $ 0 13,220D 

Explanation of Responses:
1.

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.

2.

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 May 2, 2024.

3.

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

4.

Forfeiture restrictions will lapse for 6,609 restricted stock units on April 27, 2025 and 6,611 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.

Remarks:

This Form 4/A amends and restates the original Form 4 filed by the reporting person on April 30, 2024 ("Original Form 4"). The Original Form 4 incorrectly reported the acquisition of shares related to a performance award on April 25, 2024. However, the final determination and certification of performance occurred on May 2, 2024. This amendment is deemed to withdraw the transactions that were reported in the Original Form 4 to have occurred on April 25, 2024 and report the acquisition of performance-based shares and related tax withholdings on May 2, 2024 and update the ownership amounts accordingly.



Signatures

Jennifer H. Allen

05/06/2024
** Signature of Reporting PersonDate
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.