InsiderTrades

Form 4 for TLRY Tilray Brands, Inc.

Accepted 2022-07-28 00:00:00 ET · period of report 2022-07-26 · accession 0001171843-22-005151 · 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 2022-07-28 2022-07-26+ TLRY SIMON IRWIN D Pres, CEO, Dir M - OptEx — +291.3K 879.9K +49% —
DM 2022-07-28 2022-07-26+ TLRY SIMON IRWIN D Pres, CEO, Dir F - Tax $3.30 -161.1K 915.2K -15% -$531.4K
DM 2022-07-28 2022-07-26+ TLRY SIMON IRWIN D Pres, CEO, Dir M - OptEx $0.00 -291.3K 196.4K -60% $0
DM 2022-07-28 2022-07-26 TLRY SIMON IRWIN D Pres, CEO, Dir A - Grant $0.00 -2.61M 1.20M -69% $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class 2 Common Stock (Synergy PSUs) 2022-07-27 M A 196,386 — 1,023,841 D — — (F4) On July 26, 2021, the reporting person was granted 392,772 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 (196,386) 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. (F5) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.
2 Common Class 2 Common Stock (2021 LTIP RSUs) 2022-07-26 F D 52,475 $3.38 827,455 D — — (F3) Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 2021 LTIP RSUs. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
3 Common Class 2 Common Stock (2021 LTIP RSUs) 2022-07-26 M A 94,890 — 879,930 D — — (F1) On July 26, 2021, the reporting person was granted 189,781 of 2021 LTIP RSUs, 50% of which vested on July 26, 2022. The remaining 50% is scheduled to vest on July 26, 2023, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all 2021 LTIP RSUs will be forfeited. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
4 Common Class 2 Common Stock (Synergy PSUs) 2022-07-27 F D 108,602 $3.26 915,239 D — — (F6) Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs. (F5) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.
5 Derivative Restricted Stock Units ("2021 LTIP RSUs") 2022-07-26 M D 94,890 $0.00 94,891 D — · — to — 94,890 Class 2 Common Stock (F7) Each 2021 LTIP RSU or 2022 LTIP RSU, 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 189,781 of 2021 LTIP RSUs, 50% of which vested on July 26, 2022. The remaining 50% is scheduled to vest on July 26, 2023, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all 2021 LTIP RSUs will be forfeited.
6 Derivative Performance-Based Restricted Stock Units ("Synergy PSUs") 2022-07-27 M D 196,386 $0.00 196,387 D — · — to — 196,386 Class 2 Common Stock (F8) Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. (F4) On July 26, 2021, the reporting person was granted 392,772 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 (196,386) 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.
7 Derivative Performance-Based Restricted Stock Units ("2022 PSUs") 2022-07-26 A D 1,412,429 $0.00 1,412,429 D — · — to — 1,412,429 Class 2 Common Stock (F8) Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. (F11) On July 26, 2022, the reporting person was granted 1,412,429 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.
8 Derivative Restricted Stock Units ("2022 LTIP RSUs") 2022-07-26 A D 1,200,565 $0.00 1,200,565 D — · — to — 1,200,565 Class 2 Common Stock (F10) Amount represents the total amount of unvested 2022 LTIP RSUs. (F7) Each 2021 LTIP RSU or 2022 LTIP RSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. (F9) On July 26, 2022, the reporting person was granted 1,200,565 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.