CUSIP No. 896818101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Atlantic Investment Management, Inc.
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2. Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): AF, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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Not Applicable
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6. Citizenship or Place of Organization: Delaware
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Number of
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7. Sole Voting Power:
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2,468,925*
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Shares Beneficially
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8. Shared Voting Power:
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0
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Owned by
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Each Reporting
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9. Sole Dispositive Power:3
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2,468,925*
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Person With
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10. Shared Dispositive Power:
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
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2,468,925*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 4.98%*
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14. Type of Reporting Person (See Instructions): IA
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* Includes:
(i)
315,495 shares (0.64%) of the Issuer’s Common Stock, par value $0.001 per share (“Shares”), beneficially owned
by AJR International Master Fund, Ltd., a British Virgin Islands company; (ii) 1,787,205 Shares (3.61%) beneficially owned by
Cambrian Master Fund, Ltd., a British Virgin Islands company; and (iii) 366,225 Shares (0.74%) held in one or more other accounts
(“Other Accounts”). Atlantic Investment Management, Inc., serving as the investment advisor of the foregoing parties
and the Other Accounts, has sole voting and sole dispositive power over all Shares beneficially owned by such parties or held
in the Other Accounts. See Items 2 and 5 for additional details.
This Amendment No. 7 constitutes an exit
filing for the Reporting Person as the Reporting Person beneficially owns less than five percent (5%) of the Shares of Issuer.
Item 1.
Security
and Issuer
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This statement relates
to the common stock, par value $0.001 per share (the “Shares”), of Triumph Group, Inc. (the “Issuer”).
The Issuer has principal executive offices located at 899 Cassatt Road, Suite 210, Berwyn, PA 19312.
Item 2.
Identity
and Background
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(a) This statement is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting
Person”), with respect to 2,468,925 Shares over which the Reporting Person has sole dispositive and voting power by reason
of serving as the investment advisor to: (i) AJR International Master Fund, Ltd., a British Virgin Islands company (“AJR”);
(ii) Cambrian Master Fund, Ltd., a British Virgin Islands company (“Cambrian Fund”) and (iii) one or more other accounts
(“Other Accounts”). As of the date of this Amendment No. 7, Cambrian Global Master Fund, Ltd., a British Virgin Islands
Company, no longer owns Shares of the Issuer.
(b) The business address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole
shareholder of the Reporting Person, is 666 Fifth Avenue, New York, New York 10103.
(c) The principal business of the Reporting Person is that of an investment advisor engaging in the purchase and sale
of securities for investment with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund,
and the Other Accounts. The principal occupation of Mr. Roepers is serving as the president and managing officer of the Reporting
Person.
(d) Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Roepers is a citizen of the United States.
Item 3.
Source
and Amount of Funds or Other Consideration
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The Shares
purchased by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts were purchased
with the investment capital of such entities and accounts. The aggregate amount of funds used in making the
purchases reported on this Schedule 13D was approximately $98,506,555.
Item 4.
Purpose
of Transaction
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The
Reporting Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts and continues to
hold, the Shares reported in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate
the performance of the Shares as an investment in the ordinary course of business. The Reporting Person pursues an investment
objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Person analyzes the
operations, capital structure and markets of companies in which the Reporting Person’s clients invest, including the
Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies.
The Reporting
Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects,
general economic conditions, the securities markets in general and those for the Shares in particular, other developments and
other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian Global
Fund, and the Other Accounts in the open market or in private transactions. Such actions will depend upon a variety of
factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial
condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic,
financial market and industry conditions and other factors that the Reporting Person may deem material to its investment
decision.
The Reporting Person and their representatives have, from time to time, engaged in, and expect to continue to
engage in, discussions with members of management and the board of directors of the Issuer (the “Board”), other current
or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing
professionals and other third parties regarding a variety of matters related to the Issuer, which may include, among other things,
the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic
alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value.
Except as set forth
above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5.
Interest
in Securities of the Issuer
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(a) Based
upon the information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2016, there were issued and outstanding 49,545,076 Shares as of November 7, 2016.
(b) The Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment advisory
agreement with each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting Person has
investment authority with respect to the securities held by such entities or in such accounts. Such power includes the power to
dispose of and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended, the Reporting Person is deemed to be the beneficial owner of the Shares held by such entities and accounts. Accordingly,
as of December 15, 2016 (the “Filing Date”), the Reporting Person is deemed the beneficial owner of 2,468,925 Shares,
or 4.98% of the outstanding Shares.
(c) The
following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and
the Other Accounts in Shares during the past sixty (60) days on or prior to December 5, 2016 (the “Event Date”),
and from the Event Date to the Filing Date:
Date
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Quantity
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Price
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Type of Transaction
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10/19/2016
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20,000
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23.6500
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Open Market Purchase
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10/27/2016
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2,755
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24.1897
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Open Market Purchase
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10/27/2016
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1,764
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24.2070
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Open Market Purchase
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11/3/2016
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197,600
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23.0958
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Open Market Purchase
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11/14/2016
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(251,363)
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30.7444
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Open Market Sale
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11/14/2016
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(100,000)
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30.6000
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Open Market Sale
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11/16/2016
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(2,200)
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28.5000
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Open Market Sale
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11/22/2016
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(76,056)
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28.5155
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Open Market Sale
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11/23/2016
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(31,605)
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28.9959
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Open Market Sale
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11/25/2016
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(15,172)
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29.0000
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Open Market Sale
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12/5/2016
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(48,000)
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28.1433
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Open Market Sale
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12/6/2015
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(166,256)
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28.7642
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Open Market Sale
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12/7/2016
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(85,000)
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29.5342
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Open Market Sale
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12/8/2016
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(21,100)
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30.0634
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Open Market Sale
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12/8/2016
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(128,900)
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30.0134
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Open Market Sale
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12/9/2016
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(35,000)
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29.7988
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Open Market Sale
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12/9/2016
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(16,000)
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29.5225
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Open Market Sale
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12/12/2016
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(39,555)
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28.4939
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Open Market Sale
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12/13/2016
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(60,000)
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27.7792
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Open Market Sale
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12/14/2016
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(40,000)
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27.7349
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Open Market Sale
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12/15/2106
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(8,392)
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27.1446
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Open Market Sale
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12/15/2106
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(20,000)
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27.3723
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Open Market Sale
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After the trade effected on December 15, 2016, the Reporting Person beneficially owns less than five percent
(5%) of the Shares of the Issuer.
Except for the transactions
listed above, neither the Reporting Person, any entity for which the Reporting Person serves as investment advisor, nor any person
or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr. Roepers’ immediate family members) has traded
Shares during the past sixty (60) days on or prior to the Event Date, and from the Event Date to the Filing Dat
e.
Item 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Not Applicable.
Item 7.
Material
to be filed as exhibits
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Not Applicable.
SIGNATURE
After reasonable
inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
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December 15, 2016
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ATLANTIC INVESTMENT MANAGEMENT, INC.
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By:
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/s/
Alexander J. Roepers
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Alexander J. Roepers, President
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).