Form 4 for TLRY Tilray Brands, Inc.
Accepted 2021-08-23 00:00:00 ET · period of report 2021-08-19 · accession 0001140361-21-029188 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-08-23 | 2021-08-19 | TLRY | SIMON IRWIN D | Pres, CEO, Dir | M - OptEx | — | +495.2K | 653.5K | +313% | — |
| DM | 2021-08-23 | 2021-08-19 | TLRY | SIMON IRWIN D | Pres, CEO, Dir | F - Tax | $12.68 | -245.9K | 722.6K | -25% | -$3.12M |
| DM | 2021-08-23 | 2021-08-19 | TLRY | SIMON IRWIN D | Pres, CEO, Dir | M - OptEx | $0.00 | -495.2K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class 2 Common Stock | 2021-08-19 | M | A | 242,277 | — | 842,887 | D | — | — | (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. |
| 2 | Common | Class 2 Common Stock | 2021-08-19 | F | D | 36,088 | $12.68 | 600,610 | D | — | — | (F1) These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of installments of restricted stock units ("RSUs") granted to the reporting person on January 22, 2020 and August 12, 2020. None of these shares were sold in an open market transaction. |
| 3 | Common | Class 2 Common Stock | 2021-08-19 | M | A | 72,683 | — | 636,698 | D | — | — | (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. |
| 4 | Common | Class 2 Common Stock | 2021-08-19 | F | D | 89,495 | $12.68 | 564,015 | D | — | — | (F1) These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of installments of restricted stock units ("RSUs") granted to the reporting person on January 22, 2020 and August 12, 2020. None of these shares were sold in an open market transaction. |
| 5 | Common | Class 2 Common Stock | 2021-08-19 | M | A | 180,251 | — | 653,510 | D | — | — | (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. |
| 6 | Common | Class 2 Common Stock | 2021-08-19 | F | D | 120,291 | $12.68 | 722,596 | D | — | — | (F1) These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of installments of restricted stock units ("RSUs") granted to the reporting person on January 22, 2020 and August 12, 2020. None of these shares were sold in an open market transaction. |
| 7 | Derivative | Restricted Stock Units | 2021-08-19 | M | D | 180,251 | $0.00 | 0 | D | — · — to — | 180,251 Class 2 Common Stock | (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. (F3) On August 12, 2020, the reporting person was granted 360,502 RSUs, with 50% vesting on August 12, 2021, and the remaining 50% scheduled to vest on August 12, 2022. On August 19, 2021, the Compensation Committee of Tilray's Board of Directors (the "Compensation Committee") accelerated the vesting of the remaining unvested RSUs. |
| 8 | Derivative | Restricted Stock Units | 2021-08-19 | M | D | 242,277 | $0.00 | 0 | D | — · — to — | 242,277 Class 2 Common Stock | (F7) The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 36 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 242,277 RSUs described in footnote 5, all such RSUs held by the reporting person were fully vested. (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. (F5) On January 22, 2020, the reporting person was granted 726,794 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs. |
| 9 | Derivative | Restricted Stock Units | 2021-08-19 | M | D | 72,683 | $0.00 | 0 | D | — · — to — | 72,683 Class 2 Common Stock | (F6) The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 10 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 72,683 RSUs described in footnote 4, all such RSUs held by the reporting person were fully vested. (F2) RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis. (F4) On January 22, 2020, the reporting person was granted 218,038 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs. |