Mitchell Gendel - 26 Jul 2022 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
28 Jul 2022, 19:18:27 UTC
Prior SEC filing
03 Jun 2022
Next SEC filing
05 Jun 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mitchell Gendel

Key filing fact

Mitchell Gendel filed Form 4 for Tilray Brands, Inc. (TLRY) on 28 Jul 2022.

Key facts

  • This page summarizes Mitchell Gendel's Form 4 filing for Tilray Brands, Inc. (TLRY).
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 28 Jul 2022, 19:18.

Change

  • Previous filing in this sequence was filed on 03 Jun 2022.
  • Current net transaction value: -$29,649.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TLRY transaction

Class 2 Common Stock (Synergy PSUs)

Options Exercise

Transaction value
Shares
+24,330
Change %
+235%
Price
Shares after
34,701
Date
26 Jul 2022
Ownership
Direct
Footnotes
F1, F2
TLRY transaction

Class 2 Common Stock (Synergy PSUs)

Tax liability

Transaction value
$29,649
Shares
-8,772
Change %
-25%
Price
$3.38
Shares after
25,929
Date
26 Jul 2022
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TLRY transaction Derivative

Performance-Based Restricted Stock Units ("Synergy PSUs")

Options Exercise

Transaction value
$0
Shares
-24,330
Change %
-50%
Price
$0.000000
Shares after
24,332
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
24,330
Exercise price
Footnotes
F1, F4
TLRY transaction Derivative

Restricted Stock Units ("2022 LTIP RSUs")

Award

Transaction value
$0
Shares
-210,099
Change %
-50%
Price
$0.000000
Shares after
210,099
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
210,099
Exercise price
Footnotes
F5, F6
TLRY transaction Derivative

Performance-Based Restricted Stock Units ("2022 PSUs")

Award

Transaction value
$0
Shares
-187,853
Change %
-50%
Price
$0.000000
Shares after
187,853
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
187,853
Exercise price
Footnotes
F4, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote 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.

Footnote F2

Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.

Footnote F3

Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs.

Footnote F4

Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock.

Footnote 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.

Footnote F6

Amount represents the total amount of unvested 2022 LTIP RSUs.

Footnote 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.

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