Jeremy Andrus - Aug 2, 2021 Form 4 Insider Report for Traeger, Inc. (COOK)

Role: Chief Executive Officer, Director
Signature: By: /s/ Thomas Burton, Attorney-in-fact
Stock symbol: COOK
Transactions as of: Aug 2, 2021
Transactions value $: -$31,594,868
Form type: 4
Date filed: 8/4/2021, 06:41 PM
Previous filing: Jul 29, 2021
Next filing: Apr 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COOK	Common Stock	Sale	-$9.4M	-556K	-9.53%	$16.92	5.27M	Aug 2, 2021	Direct
transaction	COOK	Common Stock	Award	$0	+2.59M	+49.19%	$0.00	7.87M	Aug 2, 2021	Direct	F1
transaction	COOK	Common Stock	Sale	-$22.2M	-1.31M	-25.21%	$16.92	3.89M	Aug 2, 2021	By Andrus-Traeger Holdings, LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	COOK	Performance-Based Restricted Stock Unit	Award	$0	+5.19M		$0.00	5.19M	Aug 2, 2021	Common Stock	5.19M		Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	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.
F3	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.
F4	(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.
F5	(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.