AEA INVESTORS LP Form 4 Filed 2021-08-04

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

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1. Name and Address of Reporting Person ^*

AEA INVESTORS LP

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

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

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

(Last)

(First)

(Middle)

520 MADISON AVE., 40TH FLOOR,

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

(Street)

NEW YORK, NY 10022

(City)

(State)

(Zip)

4. If Amendment, Date 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 Stock	08/02/2021		S		6,829,350	D	$16.92	33,519,063	I	See footnotes⁽¹⁾⁽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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AEA INVESTORS LP 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
AEA INVESTORS FUND VI LP P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA Investors Partners VI LP P.O. BOX 309, UGLAND HOUSE, GRAND CAYMAN E9 KY1-1104		X
AEA Management (Cayman) Ltd P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA TGP Holdco LP 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
AEA Fund VI Stockholder Representative Corp. 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
AEA INVESTORS EXECUTIVE FUND VI LP 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
AEA Investors Executive Partners VI LLC 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
Hoesterey Brian R C/O AEA INVESTORS LP 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X
Garcia John L C/O AEA INVESTORS LP 520 MADISON AVE., 40TH FLOOR NEW YORK, NY 10022		X

Explanation of Responses:

The reported securities are owned directly by AEA TGP Holdco LP (the "AEA Fund"). The general partner of AEA TGP Holdco LP is AEA Fund VI Stockholder Representative Corp., which is wholly owned by AEA Investors Fund VI LP, which, along with AEA Investors Executive Fund VI LP, is a limited partner in the AEA Fund. The general partner of AEA Investors Fund VI LP is AEA Investors Partners VI LP, whose general partner is AEA Management (Cayman) Ltd. The general partner of AEA Investors Executive Fund VI LP is AEA Investors Executive Partners VI LLC, whose sole member is AEA Investors LP.

Each of AEA Fund VI Stockholder Representative Corp., AEA Investors Fund VI LP, AEA Investors Executive Fund VI LP, AEA Investors Partners VI LP, AEA Investors Executive Partners VI LLC, AEA Management (Cayman) Ltd., and AEA Investors LP may be deemed to share beneficial ownership of the shares of record owned by the AEA Fund, but each disclaims beneficial ownership of such shares. John L. Garcia, the Chairman of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., and Brian R. Hoesterey, the Chief Executive Officer of AEA Investors LP, may also be deemed to share beneficial ownership of the shares of the issuer's common stock held of record by the AEA Fund, but each of Dr. Garcia and Mr. Hoesterey disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	Signatures
	/s/ AEA Investors LP, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ AEA TGP Holdco LP, by AEA Fund VI Stockholder Representative Corp., its general partner, by AEA Investors Fund VI LP, by AEA Investors Partners VI LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns,	08/02/2021
	/s/ AEA Fund VI Stockholder Representative Corp., by AEA Investors Fund VI LP, by AEA Investors Partners VI LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ AEA Investors Executive Fund VI LP, by AEA Investors Executive Partners VI LLC, its general partner, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ AEA Investors Executive Partners VI LLC, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ Barbara L. Burns, Attorney-in-Fact for Brian R. Hoesterey	08/02/2021
	/s/ AEA Investors Fund VI LP, by AEA Investors Partners VI LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ AEA Investors Partners VI LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	08/02/2021
	/s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia	08/02/2021
	** Signature of Reporting Person	Date
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