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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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 Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 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) |
03/10/2025 (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
5,071,641.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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. 2 ("Amendment No. 2") amends the Schedule 13D with respect to the shares of Common Stock. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:This statement is being filed by (i) Trend International Holding AG, a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland ("Trend"), with respect to the shares held by it, and (ii) Shawn Sedaghat, an individual ("Mr. Sedaghat"), with respect to the shares held by Trend and the shares held by Swan Family Office, LLC ("Swan"), a Delaware limited liability company. Each of Trend and Mr. Sedaghat is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Mr. Sedaghat is the Chairman of the Board of Trend and the sole managing member of Swan.Schedule 1 attached to the Original Schedule 13D sets forth the information required by Instruction C to Schedule 13D. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:The business address of each of Trend and Mr. Sedaghat is Wiesenstrasse 9, 8008 Zurich, Switzerland. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:The principal business of Trend is the acquiring, holding, managing, and disposing of investments on behalf of Mr. Sedaghat. The principal business of Mr. Sedaghat is as a private investor. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The first paragraph of Item 3 is amended and restated in its entirety as follows:The aggregate cost of the shares of Common Stock beneficially owned by the Reporting Persons is approximately $127,408,568.94 USD, excluding brokerage commissions. The shares of Common Stock were purchased with the working capital of Trend and Swan. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:See rows (11) and (13) of the cover pages to this Amendment No. 2 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 40,583,198 shares of Common Stock outstanding as of February 20, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed by the Issuer with the Securities and Exchange Commission on February 27, 2025. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:See rows (7) through (10) of the cover pages to this Amendment No. 2 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) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: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. | |
| 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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