Traeger, Inc. — Director's Dealing 2023

Apr 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Traeger, Inc. (COOK)
CIK: 0001857853
Period of Report: 2022-01-28

Reporting Person: ANDRUS JEREMY (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-28	Common Stock	J	491911	—	Disposed	3399002	Indirect
2023-04-13	Common Stock	A	1037728	—	Acquired	4738419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-13	Performance-Based Restricted Stock Unit	$	D	4150910	Disposed	2031-08-02	Common Stock (4150910.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5422908	Indirect

Footnotes

F1: Represents a pro rata distribution by Andrus Traeger Holdings, LLC to its members for no consideration.

F2: Reflects a change in form of beneficial ownership in a transfer of all shares of the Issuer's common stock previously reported as indirectly held by Andrus Traeger Holdings, LLC to JA Cropston, LLC exempt under Rule 16a-13 ("Rule 16a-13") of the Securities Exchange Act of 1934, as amended.

F3: 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.

F4: Represents an award of shares of performance-based restricted stock (the "Performance Shares") pursuant to a Performance-Based Restricted Stock Agreement, between the Issuer and the Reporting Person. The Performance Shares are eligible to be earned upon the achievement of an Adjusted EBITDA goal during the fiscal year ending December 31, 2023. If the Adjusted EBITDA goal is achieved, the earned Performance Shares will vest on March 31, 2024. If the Adjusted EBITDA goal is not achieved, then the Performance Shares instead will become eligible to be earned based on the achievement of a stock price of $18.00 per share for the period beginning on January 1, 2024 and ending on August 2, 2031.

F5: (continued from footnote 4) If the stock price goal is achieved, the earned Performance Shares will vest on the later of March 31, 2024 and the date on which the stock price goal is achieved. The vesting of the Performance Shares is in all cases subject to the Reporting Person's continued service as the Issuer's chief executive officer or executive chairman of its board of directors.

F6: Reflects a change in form of beneficial ownership in a transfer of 5,274,030 shares Issuer's common stock previously reported as directly held by the Reporting Person to JK Andrus Investments, LLC exempt under Rule 16a-13. On October 18, 2022, the Reporting Person inadvertently reported a direct purchase of 148,878 shares of Issuer's common stock. Such shares were purchased indirectly by JK Andrus Investments, LLC. The number of securities listed in Column 5 also reflects the total shares held following such purchases.

F7: Reflects the cancellation of unvested performance-based restricted stock units pursuant to the Performance-Based Restricted Stock Agreement.