Richard Topping - May 10, 2024 Form 4 Insider Report for PYXUS INTERNATIONAL, INC. (PYYX)

Role: Director
Signature: /s/ Christopher Meredith, Attorney-In-Fact
Stock symbol: PYYX
Transactions as of: May 10, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/14/2024, 05:44 PM
Previous filing: Nov 17, 2023
Next filing: Nov 21, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PYYX	Restricted Stock Units	Disposed to Issuer	$0	-8K	-100%	$0.00^*	0	May 10, 2024	Common Stock	8K		Direct	F1, F2, F3
transaction	PYYX	Restricted Stock Units	Award	$0	+8K		$0.00	8K	May 10, 2024	Common Stock	8K		Direct	F1, F2, F4
transaction	PYYX	Restricted Stock Units	Disposed to Issuer	$0	-9.26K	-100%	$0.00^*	0	May 10, 2024	Common Stock	9.26K		Direct	F1, F2, F5
transaction	PYYX	Restricted Stock Units	Award	$0	+9.26K	+115.75%	$0.00	17.3K	May 10, 2024	Common Stock	9.26K		Direct	F1, F2, F4
transaction	PYYX	Restricted Stock Units	Disposed to Issuer	$0	-9.26K	-100%	$0.00^*	0	May 10, 2024	Common Stock	9.26K		Direct	F1, F2, F6
transaction	PYYX	Restricted Stock Units	Award	$0	+9.26K	+53.65%	$0.00	26.5K	May 10, 2024	Common Stock	9.26K		Direct	F1, F2, F4
transaction	PYYX	Restricted Stock Units	Disposed to Issuer	$0	-2.32K	-100%	$0.00^*	0	May 10, 2024	Common Stock	2.32K		Direct	F1, F2, F7
transaction	PYYX	Restricted Stock Units	Award	$0	+2.32K	+8.75%	$0.00	28.8K	May 10, 2024	Common Stock	2.32K		Direct	F1, F2, F4
transaction	PYYX	Restricted Stock Units	Disposed to Issuer	$0	-11K	-100%	$0.00^*	0	May 10, 2024	Common Stock	11K		Direct	F1, F2, F8
transaction	PYYX	Restricted Stock Units	Award	$0	+11K		$0.00	11K	May 10, 2024	Common Stock	11K		Direct	F1, F2, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Pyxus International, Inc. common stock.
F2	Reports the amendment to outstanding restricted stock units to extend the period by which the condition to vesting must be satisfied, revise the contingent events triggering vesting and provide for vesting upon the occurrence of certain events qualifying as a Change in Control, which amendments are deemed to effect a disposition of the outstanding restricted stock units and the re-grant of restricted stock units of the same amount having the amended terms. Such amendments were approved by the Compensation Committee of the Board of Directors of Pyxus International, Inc.
F3	The restricted stock units were awarded on August 19, 2021 and would vest contingent upon Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.
F4	The restricted stock units vest upon the earliest to occur (such earliest event to occur being referred to as the Vesting Event) of the following: (i) March 31, 2031; (ii) the occurrence of a Change in Control (as defined in the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company; or (iii) Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.
F5	The restricted stock units were awarded on August 19, 2021 and were earned for vesting, based on continued service as a director, upon the earlier of August 19, 2022 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2022, with vesting subject to satisfaction of the Listing Condition.
F6	The restricted stock units were awarded on August 23, 2022 and were earned for vesting, based on continued service as a director, upon the earlier of August 18, 2023 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2023, with vesting subject to satisfaction of the Listing Condition.
F7	The restricted stock units were awarded on December 22, 2022 and were earned for vesting, based on continued service as a director, upon the earlier of August 18, 2023 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2023, with vesting subject to satisfaction of the Listing Condition.
F8	The restricted stock units were awarded on November 16, 2023 and are to be earned for vesting based on continued service as a director through the earlier of August 23, 2024 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2024, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being subject to satisfaction of the Listing Condition.
F9	The restricted stock units are to be earned for vesting based on continued service as a director through the earlier of August 23, 2024 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2024, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being further subject to the occurrence of the Vesting Event.