VP, IR, M&A & Treasurer Quigley Thomas A. Iii was granted 23,497 shares, covered exercise/tax liability with 8,181 shares and returned 70,044 shares to the company, closing all direct ownership in the company (SEC Form 4)
$TGI
Aerospace
Industrials
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRIUMPH GROUP INC [ TGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/24/2025 | A(1) | 23,497 | A | $0 | 78,225 | D | |||
| Common Stock | 07/24/2025 | F(2) | 8,181 | D | $26 | 70,044 | D | |||
| Common Stock | 07/24/2025 | D(3) | 15,316 | D | (3) | 54,728 | D | |||
| Common Stock | 07/24/2025 | D(4) | 54,728 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: 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 | (5) | 07/24/2025 | D(6) | 1,363 | (6) | (6) | Common Stock | 1,363 | $0 | 543 | D | ||||
| Restricted Stock Units | (5) | 07/24/2025 | F(7) | 543 | (6) | (6) | Common Stock | 543 | $26 | 0 | D | ||||
| Restricted Stock Units | (5) | 07/24/2025 | D(6) | 1,640 | (6) | (6) | Common Stock | 1,640 | $0 | 1,262 | D | ||||
| Restricted Stock Units | (5) | 07/24/2025 | F(7) | 1,262 | (6) | (6) | Common Stock | 1,262 | $26 | 0 | D | ||||
| Restricted Stock Units | (5) | 07/24/2025 | D(6) | 4,539 | (6) | (6) | Common Stock | 4,539 | $0 | 3,493 | D | ||||
| Restricted Stock Units | (5) | 07/24/2025 | F(7) | 3,493 | (6) | (6) | Common Stock | 3,493 | $26 | 0 | D | ||||
| Explanation of Responses: |
| 1. On July 24, 2025, pursuant to the Agreement and Plan of Merger dated February 2, 2025 (the "Merger Agreement") among the Issuer, Titan BW Acquisition Holdco Inc., a Delaware corporation ("Parent"), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). The reported amount represents deemed acquisitions of shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") underlying unvested performance-based restricted stock units ("PSUs") pursuant to the Merger Agreement based on the attainment of the applicable performance metrics at target level of performance, including 13,342 PSUs granted on April 27, 2023 and 10,155 PSUs granted on May 24, 2024. |
| 2. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein. |
| 3. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each PSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such PSU based on the attainment of the applicable performance metrics at target level of performance and (ii) $26.00 in cash, without interest (the "Merger Consideration"), less applicable tax withholdings. |
| 4. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration. |
| 5. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock. |
| 6. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such RSU and (ii) the Merger Consideration, less applicable tax withholdings. |
| 7. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein. |
| Jennifer H. Allen, POA for Thomas A. Quigley, III | 07/28/2025 | |
| ** 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 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. | ||