Form 4 for TLRY Tilray Brands, Inc.
Accepted 2023-07-28 00:00:00 ET · period of report 2023-07-26 · accession 0001171843-23-004788 · 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 | 2023-07-28 | 2023-07-26 | TLRY | FALTISCHEK DENISE M | Chief Strategy Off | M - OptEx | $1.93 | +25.5K | 191.0K | +15% | +$49.2K |
| DM | 2023-07-28 | 2023-07-26 | TLRY | FALTISCHEK DENISE M | Chief Strategy Off | F - Tax | $1.93 | -13.0K | 191.3K | -6% | -$25.1K |
| DM | 2023-07-28 | 2023-07-26 | TLRY | FALTISCHEK DENISE M | Chief Strategy Off | M - OptEx | $0.00 | -25.5K | 12.2K | -68% | $0 |
| DM | 2023-07-28 | 2023-07-26 | TLRY | FALTISCHEK DENISE M | Chief Strategy Off | A - Grant | $0.00 | +1.13M | 498.7K | New | $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 | Common Stock | 2023-07-26 | M | A | 13,344 | $1.93 | 198,129 | D | — | — | (F4) On July 26, 2021, the reporting person was granted 26,687 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 13,343 vested on July 26, 2023. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs. |
| 2 | Common | Common Stock | 2023-07-26 | F | D | 6,212 | $1.93 | 184,785 | D | — | — | (F3) Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 12,166 Synergy PSUs previously granted on June 26, 2021. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs. |
| 3 | Common | Common Stock | 2023-07-26 | F | D | 6,813 | $1.93 | 191,316 | D | — | — | (F5) Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 13,343 LTIP RSUs previously granted on June 26, 2021. (F2) Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs. |
| 4 | Common | Common Stock | 2023-07-26 | M | A | 12,166 | $1.93 | 190,997 | 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 25% of these Synergy PSUs vested (12,166) on July 26, 2023. The remaining 25% of the Synergy PSUs will vest on July 26, 2024, 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 RSUs or PSUs. |
| 5 | Derivative | Restricted Stock Units ("2021 LTIP RSUs") | 2023-07-26 | M | D | 13,343 | $0.00 | 0 | D | — · — to — | 13,343 Common Stock | (F6) Each unit represents a contingent right to receive one (1) share of Tilray Common Stock. |
| 6 | Derivative | Performance-Based Restricted Stock Units | 2023-07-26 | A | A | 627,197 | $0.00 | 627,197 | D | — · — to — | 627,197 Common Stock | (F7) Each performance-based restricted stock unit ("2023 EBITDA PSU") represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 26, 2023. (F8) On July 26, 2023, the reporting person was granted 627,197 2023 EBITDA PSUs. Subject to the reporting person's continuous employment through the vesting date, each 2023 EBITDA PSU represents the right to receive, following vesting, one (1) share of Tilray Common Stock. The 2023 EBITDA PSUs will vest based on the achievement of a cumulative performance target for Adjusted EBITDA generated by Tilray over the 3-year performance period beginning June 1, 2023, and ending May 31, 2026. |
| 7 | Derivative | Restricted Stock Units | 2023-07-26 | A | A | 498,705 | $0.00 | 498,705 | D | — · — to — | 498,705 Common Stock | (F9) Each restricted stock unit ("LTIP RSU") represents a contingent right to receive one (1) share of Common Stock. Grant was effective as of close of trading on July 26, 2023. (F10) Subject to the reporting person's continuous employment through the vesting date, the LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 26, 2024, and July 26, 2025, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all LTIP RSUs will be forfeited. |
| 8 | Derivative | Performance-Based Restricted Stock Units ("Synergy PSUs") | 2023-07-26 | M | D | 12,166 | $0.00 | 12,166 | D | — · — to — | 12,166 Common Stock | (F6) Each unit represents a contingent right to receive one (1) share of Tilray Common Stock. |