Carl A. Merton - Jul 26, 2022 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Signature
/s/ Carl A. Merton
Stock symbol
TLRY
Transactions as of
Jul 26, 2022
Transactions value $
-$71,497
Form type
4
Date filed
7/28/2022, 07:19 PM
Previous filing
Jun 3, 2022
Next filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TLRY Class 2 Common Stock (2021 LTIP RSUs) Options Exercise +16.3K +7.17% 244K Jul 26, 2022 Direct F1, F2
transaction TLRY Class 2 Common Stock (2021 LTIP RSUs) Tax liability -$28.7K -8.5K -3.48% $3.38 236K Jul 26, 2022 Direct F2, F3
transaction TLRY Class 2 Common Stock (Synergy PSUs) Options Exercise +24.3K +10.31% 260K Jul 26, 2022 Direct F4, F5
transaction TLRY Class 2 Common Stock (Synergy PSUs) Tax liability -$42.8K -12.7K -4.86% $3.38 248K Jul 26, 2022 Direct F5, F6

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 TLRY Restricted Stock Units ("2021 LTIP RSUs") Options Exercise $0 -16.3K -50% $0.00 16.3K Jul 26, 2022 Class 2 Common Stock 16.3K Direct F1, F7
transaction TLRY Performance-Based Restricted Stock Units ("Synergy PSUs") Options Exercise $0 -24.3K -50% $0.00 24.3K Jul 26, 2022 Class 2 Common Stock 24.3K Direct F4, F8
transaction TLRY Restricted Stock Units ("2022 LTIP RSUs") Award $0 -186K -50% $0.00 186K Jul 26, 2022 Class 2 Common Stock 186K Direct F7, F9, F10
transaction TLRY Performance-Based Restricted Stock Units ("2022 PSUs") Award $0 -188K -50% $0.00 188K Jul 26, 2022 Class 2 Common Stock 188K Direct F8, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 26, 2021, the reporting person was granted 32,694 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.
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.
F4 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.
F5 Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.
F6 Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs.
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.
F8 Each Synergy PSU or 2022 PSU, 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 185,505 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.
F10 Amount represents the total amount of unvested 2022 LTIP RSUs.
F11 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.