FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Crowley Daniel J 2. Issuer Name and Ticker or Trading Symbol TRIUMPH GROUP INC [ TGI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)         (First)         (Middle)
899 CASSATT ROAD, SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)
11/17/2020
(Street)
BERWYN, PA 19312
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Performance Share Award   (1) 11/17/2020    A     250000       (1) 11/17/2025  Common Stock  250000  $0.00  250000  D   

Explanation of Responses:
(1)  One-third of the shares underlying the Performance Share Award ("PSA") will vest upon Triumph Group, Inc. (the "Company") achieving the Company's average stock price hurdles as set forth below, in each case within five years from the Grant Date. Any portion of the PSA that has not yet vested as of the fifth anniversary of the Grant Date shall terminate on such date. 83,333 shares upon achieving a 20-day average TGI stock price of at least $15.00; 83,333 shares upon achieving a 20-day average TGI stock price of at least $20.00; and 83,334 shares upon achieving a 20-day average TGI stock price of at least $25.00.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Crowley Daniel J
899 CASSATT ROAD
SUITE 210
BERWYN, PA 19312
X
President & CEO

Signatures
Jennifer H. Allen, POA for Daniel J. Crowley 11/19/2020
**Signature of Reporting Person Date