Form 4 for TLRY Tilray Brands, Inc.
Accepted 2022-07-28 00:00:00 ET · period of report 2022-07-26 · accession 0001171843-22-005149 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-07-28 | 2022-07-26 | TLRY | Gendel Mitchell | Gbl GC | F - Tax | $3.38 | -8,772 | 25.9K | -25% | -$29.6K |
| D | 2022-07-28 | 2022-07-26 | TLRY | Gendel Mitchell | Gbl GC | M - OptEx | — | +24.3K | 34.7K | +235% | — |
| D | 2022-07-28 | 2022-07-26 | TLRY | Gendel Mitchell | Gbl GC | M - OptEx | $0.00 | -24.3K | 24.3K | -50% | $0 |
| DM | 2022-07-28 | 2022-07-26 | TLRY | Gendel Mitchell | Gbl GC | A - Grant | $0.00 | -398.0K | 187.9K | -68% | $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 (Synergy PSUs) | 2022-07-26 | F | D | 8,772 | $3.38 | 25,929 | D | — | — | (F3) Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs. |
| 2 | Common | Class 2 Common Stock (Synergy PSUs) | 2022-07-26 | M | A | 24,330 | — | 34,701 | D | — | — | (F1) On July 26, 2021, the reporting person was granted 48,662 of Synergy PSUs, with vesting subject to the achievement of certain pre-established performance parameters relating to the achievement of Tilray's synergy goals resulting from the integration of Aphria, Inc. The underlying performance condition was satisfied, and an amount equal to 50% of these Synergy PSUs vested (24,330) on July 26, 2022. The remaining Synergy PSUs will vest on July 26, 2023 (25%) and July 26, 2024 (25%), subject to continued employment through the applicable vesting date. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs. |
| 3 | Derivative | Performance-Based Restricted Stock Units ("Synergy PSUs") | 2022-07-26 | M | D | 24,330 | $0.00 | 24,332 | D | — · — to — | 24,330 Class 2 Common Stock | (F4) Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. (F1) On July 26, 2021, the reporting person was granted 48,662 of Synergy PSUs, with vesting subject to the achievement of certain pre-established performance parameters relating to the achievement of Tilray's synergy goals resulting from the integration of Aphria, Inc. The underlying performance condition was satisfied, and an amount equal to 50% of these Synergy PSUs vested (24,330) on July 26, 2022. The remaining Synergy PSUs will vest on July 26, 2023 (25%) and July 26, 2024 (25%), subject to continued employment through the applicable vesting date. |
| 4 | Derivative | Restricted Stock Units ("2022 LTIP RSUs") | 2022-07-26 | A | D | 210,099 | $0.00 | 210,099 | D | — · — to — | 210,099 Class 2 Common Stock | (F6) Amount represents the total amount of unvested 2022 LTIP RSUs. (F5) On July 26, 2022, the reporting person was granted 210,099 of 2022 LTIP RSUs, with 50% vesting on the 1st anniversary and 50% on the 2nd anniversary of the grant date, subject to continued employment through the applicable vesting date. Each 2022 LTIP RSU represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. |
| 5 | Derivative | Performance-Based Restricted Stock Units ("2022 PSUs") | 2022-07-26 | A | D | 187,853 | $0.00 | 187,853 | D | — · — to — | 187,853 Class 2 Common Stock | (F4) Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. (F7) On July 26, 2022, the reporting person was granted 187,853 of 2022 PSUs. Subject to the reporting person's continuous employment (except under certain limited circumstances) through the vesting date, each 2022 PSU represents the right to receive, following vesting, one (1) share of Tilray Class 2 Common Stock. The resulting number of shares of Class 2 Common Stock acquired upon vesting of the 2022 PSUs is contingent upon the achievement of pre-established performance targets for aggregate EBITDA generated from the HEXO transaction over the one (1) year performance period following the HEXO closing date. |