Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
Altaris Partners, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
28,274,417*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
28,274,417*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
28,274,417*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
55.28%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
OO
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
AHP-TH LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
317*
|
|
6
|
SHARED VOTING POWER:
0
|
|
7
|
SOLE DISPOSITIVE POWER:
317*
|
|
8
|
SHARED DISPOSITIVE POWER:
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
317*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
# %**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
OO
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
# Less than one percent.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
AHP-BHC LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
23,003,209*
|
|
6
|
SHARED VOTING POWER:
0
|
|
7
|
SOLE DISPOSITIVE POWER:
23,003,209*
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
23,003,209*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
44.97%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
OO
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par
value per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
ACP-TH LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
73*
|
|
6
|
SHARED VOTING POWER:
0
|
|
7
|
SOLE DISPOSITIVE POWER:
73*
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
73*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
# %**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
OO
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
# Less than one percent.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
ACP-BHC LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
5,270,818*
|
|
6
|
SHARED VOTING POWER:
0
|
|
7
|
SOLE DISPOSITIVE POWER:
5,270,818*
|
|
8
|
SHARED DISPOSITIVE POWER:
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
5,270,818*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
10.31%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
OO
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
Altaris Health Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
23,003,526*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
23,003,526*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
23,003,526*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
44.97%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
PN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
AHP III GP, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
23,003,526*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER
23,003,526*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
23,003,526*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
44.97%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
PN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
Altaris Constellation Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
5,270,891*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
5,270,891*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
5,270,891*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
10.31%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
PN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
AHP Constellation GP, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
5,270,891*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
5,270,891*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
5,270,891*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
10.31%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
PN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
George Aitken-Davies
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
United Kingdom
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
28,274,417*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
28,274,417*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
28,274,417*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
55.28%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
IN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par
value per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP No. 89457R101
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
Daniel Tully
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
3
|
SEC USE ONLY:
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER:
0
|
|
6
|
SHARED VOTING POWER:
28,274,417*
|
|
7
|
SOLE DISPOSITIVE POWER:
0
|
|
8
|
SHARED DISPOSITIVE POWER:
28,274,417*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
28,274,417*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
55.28%**
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
IN
|
|
|
|
|
|
|
|
* Reflects ownership as of the date this filing was filed
with the Securities and Exchange Commission.
** Based on 51,148,782, shares of common stock, $0.01 par value
per share, of Trean Insurance Group, Inc. outstanding as of November 11, 2020, as reported on Trean Insurance Group,
Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
|
Item 1(a)
|
Name of Issuer:
|
|
|
Trean Insurance Group, Inc.
|
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
150 Lake Street West, Wayzata, MN 55391
|
|
Item 2(a)
|
Name of Person Filing:
|
|
|
Altaris Partners, LLC
AHP-TH LLC
AHP-BHC LLC
ACP-TH LLC
ACP-BHC LLC
Altaris Health Partners III, L.P.
AHP III GP. L.P.
Altaris Constellation Partners, L.P.
AHP Constellation GP, L.P.
George Aitken-Davies
Daniel Tully
Altaris Health Partners
III, L.P. is the sole owner of each of AHP-TH LLC and AHP-BHC LLC, and may be deemed to beneficially own the shares of common stock
of the Issuer owned by each of AHP-TH LLC and AHP-BHC LLC. AHP III GP, L.P. is the general partner of Altaris Health Partners III,
L.P., and may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by Altaris Health Partners
III, L.P. Altaris Partners, LLC is the general partner of AHP III GP, L.P., and may be deemed to beneficially own the shares of
common stock of the Issuer beneficially owned by AHP III GP, L.P.
Altaris Constellation Partners, L.P. is the sole owner of
each of ACP-TH LLC and ACP-BHC LLC, and may be deemed to beneficially own the shares of common stock of the Issuer owned by each
of ACP-TH LLC and ACP-BHC LLC. AHP Constellation GP, L.P. is the general partner of Altaris Constellation Partners, L.P., and may
be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by Altaris Constellation Partners, L.P.
Altaris Partners, LLC is the general partner of AHP Constellation GP, L.P., and may be deemed to beneficially own the shares of
common stock of the Issuer beneficially owned by AHP Constellation GP, L.P.
Mr. Aitken-Davies and Mr. Tully are the Managers
of Altaris Partners, LLC. Each of Mr. Aitken-Davies and Mr. Tully is in a position directly and indirectly to determine the investment
and voting decisions made by Altaris Partners, LLC and the affiliated entities listed above. Mr. Aitken-Davies and Mr. Tully may
each be deemed to have voting and investment power with respect to all shares of common stock of the Issuer held beneficially
by Altaris Partners, LLC through the above listed affiliated entities. Mr. Aitken-Davies and Mr. Tully each disclaim beneficial
ownership of all shares of common stock of the Issuer that are held by each of the Altaris Partners, LLC affiliated entities listed
above with respect to which each of Mr. Aitken-Davies or Mr. Tully does not have a pecuniary interest therein. Mr. Tully and David
Ellison are each directors of the Issuer and each disclaims beneficial ownership of any shares of common stock of the Issuer that
they may be deemed to beneficially own because of their affiliation with Altaris Partners, LLC and its affiliated entities, except
to the extent of any pecuniary interest therein.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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10 East 53rd Street, 31st Floor
New York, New York 10022
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Item 2(c)
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Citizenship:
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Altaris Partners, LLC – Delaware
AHP-TH LLC – Delaware
AHP-BHC LLC – Delaware
ACP-TH LLC – Delaware
ACP-BHC LLC – Delaware
Altaris Health Partners III, L.P. – Delaware
AHP III GP. L.P. – Delaware
Altaris Constellation Partners, L.P. – Delaware
AHP Constellation GP, L.P. – Delaware
George Aitken-Davies – United Kingdom
Daniel Tully – United States
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
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Item 2(e)
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CUSIP Number:
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89457R101
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable
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Item 4.
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Ownership
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(a)
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Amount beneficially owned: See row 9 of cover page for each Reporting Person.
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(b)
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Percent of class: See row 11 of cover page for each Reporting
Person.
Calculations of the percentage of shares of common
stock of the Issuer beneficially owned by each Reporting Person included herein were determined based on 51,148,782 shares of
Issuer common stock outstanding as of November 11, 2020, as reported in the Issuer’s Form 10-Q filed with the
Securities and Exchange Commission on November 13, 2020.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: See row 5 of cover page for each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote: See row 6 of cover page for each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of: See row 7 of cover page for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of: See row 8 of cover page for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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The Reporting
Persons are making this single, joint filing because they may be deemed to constitute a “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
agreement among each of the Reporting Persons to file jointly is attached as Exhibit 99.1 of the Reporting Persons
Schedule 13G filed with the Securities and Exchange Commission on August 11, 2020, and is incorporated by reference. Each of the
Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein)
and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of
Section 13(d) or Section 16 of the Exchange Act, or for any other purposes.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certifications.
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Not applicable
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Exhibits
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.
January 14, 2021
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Altaris Partners, LLC
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Manager
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AHP-TH LLC
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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AHP-BHC LLC
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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ACP-TH LLC
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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ACP-BHC LLC
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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Altaris Health Partners III, L.P.,
by AHP III GP. L.P., its general partner
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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AHP III GP. L.P.,
by Altaris Partners, LLC, its general partner
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Manager
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Altaris Constellation Partners, L.P.,
by AHP Constellation GP, L.P., its general partner
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Managing Director
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AHP Constellation GP, L.P.,
by Altaris Partners, LLC, its general partner
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By: /s/ Daniel Tully
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Name: Daniel Tully
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Title: Manager
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/s/ George Aitken-Davies
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George Aitken-Davies
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/s/ Daniel Tully
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Daniel Tully
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Page 18
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