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*
AEA INVESTORS LP

(Last) (First) (Middle)
520 MADISON AVE., 40TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 40,348,413 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
AEA INVESTORS LP

(Last) (First) (Middle)
520 MADISON AVE., 40TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AEA INVESTORS FUND VI LP

(Last) (First) (Middle)
P.O. BOX 309, UGLAND HOUSE, GRAND

(Street)
E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AEA Management (Cayman) Ltd

(Last) (First) (Middle)
P.O. BOX 309, UGLAND HOUSE, GRAND CAYMAN

(Street)
KY1-1104 E9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AEA TGP Holdco LP

(Last) (First) (Middle)
520 MADISON AVE., 40TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hoesterey Brian R

(Last) (First) (Middle)
C/O AEA INVESTORS LP
520 MADISON AVE., 40TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Garcia John L

(Last) (First) (Middle)
C/O AEA INVESTORS LP
520 MADISON AVE., 40TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
Remarks:
/s/ AEA Investors LP, by /s/ Barbara L. Burns, Vice President 07/29/2021
/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 LLC, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, 07/29/2021
/s/ AEA Fund VI Stockholder Representative Corp., by AEA Investors Fund VI LP, by AEA Investors Partners VI LLC, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ AEA Investors Executive Fund VI LP, by AEA Investors Executive Partners VI LLC, its general partner, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ AEA Investors Executive Partners VI LLC, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ Barbara L. Burns, Attorney-in-Fact for Brian R. Hoesterey 07/29/2021
/s/ AEA Investors Fund VI LP, by AEA Investors Partners VI LLC, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ AEA Investors Partners VI LLC, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 07/29/2021
/s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia 07/29/2021
** 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).
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