Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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TRIMAS CORP (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
896215209 (CUSIP Number) |
Trend International Holding AG Wiesenstrasse 9, Zurich, V8, 8008 41 44 268 69 38 Ele Klein & Sean W. Brownridge Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 896215209 |
| 1 |
Name of reporting person
Trend International Holding AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,170,667.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 896215209 |
| 1 |
Name of reporting person
Shawn Sedaghat | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,054,425.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The 6,058,565 shares of Common Stock include a total of (i) 4,140 shares of Common Stock underlying RSUs (as defined in Item 3) directly held by Mr. Sedaghat and (ii) 6,054,425 shares of Common Stock held by Trend and Swan.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
TRIMAS CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
38505 WOODWARD AVENUE, SUITE 200, BLOOMFIELD HILLS,
MICHIGAN
, 48304. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D filed by the Reporting Persons on October 15, 2024, with the Securities and Exchange Commission (the "SEC") (as amended, the "Schedule 13D") with respect to the shares of common stock, par value $0.01 per share ("Common Stock") of TriMas Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends and restates Items 3 and 5 (a)-(c) and supplements Item 6 as set forth below. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The aggregate cost of the shares of Common Stock beneficially owned by the Reporting Persons is approximately $152,249,300 USD, excluding brokerage commissions. The shares were purchased with the working capital of Trend and Swan. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. The 4,140 shares of Common Stock underlying restricted stock units ("RSUs") reported herein are directly held by Mr. Sedaghat and were issued in consideration for his service on the Board. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to the Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Persons is based upon 40,651,688 shares of Common Stock outstanding as of April 22, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed by the Issuer with the SEC on April 29, 2025, and assumes the shares of Common Stock underlying the RSUs reported herein are outstanding. | |
| (b) | See rows (7) through (10) of the cover pages to the Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | The transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth on Schedule 1 attached hereto and is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On March 14, 2025, Mr. Sedaghat received a grant of 4,140 RSUs in consideration for his service on the Board. These RSUs will vest on March 14, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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