Irwin D. Simon - 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, 19:20:03 UTC
Prior SEC filing
16 Jun 2022
Next SEC filing
21 Mar 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon

Key filing fact

Irwin D. Simon filed Form 4 for Tilray Brands, Inc. (TLRY) on 28 Jul 2022.

Key facts

  • This page summarizes Irwin D. Simon's Form 4 filing for Tilray Brands, Inc. (TLRY).
  • 8 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 28 Jul 2022, 19:20.

Change

  • Previous filing in this sequence was filed on 16 Jun 2022.
  • Current net transaction value: -$531,408.

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 (2021 LTIP RSUs)

Options Exercise

Transaction value
Shares
+94,890
Change %
+12%
Price
Shares after
879,930
Date
26 Jul 2022
Ownership
Direct
Footnotes
F1, F2
TLRY transaction

Class 2 Common Stock (2021 LTIP RSUs)

Tax liability

Transaction value
$177,366
Shares
-52,475
Change %
-6%
Price
$3.38
Shares after
827,455
Date
26 Jul 2022
Ownership
Direct
Footnotes
F2, F3
TLRY transaction

Class 2 Common Stock (Synergy PSUs)

Options Exercise

Transaction value
Shares
+196,386
Change %
+24%
Price
Shares after
1,023,841
Date
27 Jul 2022
Ownership
Direct
Footnotes
F4, F5
TLRY transaction

Class 2 Common Stock (Synergy PSUs)

Tax liability

Transaction value
$354,043
Shares
-108,602
Change %
-11%
Price
$3.26
Shares after
915,239
Date
27 Jul 2022
Ownership
Direct
Footnotes
F5, F6

Reported derivative securities

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

TLRY transaction Derivative

Restricted Stock Units ("2021 LTIP RSUs")

Options Exercise

Transaction value
$0
Shares
-94,890
Change %
-50%
Price
$0.000000
Shares after
94,891
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
94,890
Exercise price
Footnotes
F1, F7
TLRY transaction Derivative

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

Options Exercise

Transaction value
$0
Shares
-196,386
Change %
-50%
Price
$0.000000
Shares after
196,387
Date
27 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
196,386
Exercise price
Footnotes
F4, F8
TLRY transaction Derivative

Restricted Stock Units ("2022 LTIP RSUs")

Award

Transaction value
$0
Shares
-1,200,565
Change %
-50%
Price
$0.000000
Shares after
1,200,565
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
1,200,565
Exercise price
Footnotes
F7, F9, F10
TLRY transaction Derivative

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

Award

Transaction value
$0
Shares
-1,412,429
Change %
-50%
Price
$0.000000
Shares after
1,412,429
Date
26 Jul 2022
Ownership
Direct
Underlying class
Class 2 Common Stock
Underlying amount
1,412,429
Exercise price
Footnotes
F8, F11
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote 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.

Footnote F2

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

Footnote 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.

Footnote 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.

Footnote F5

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

Footnote F6

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

Footnote 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.

Footnote F8

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

Footnote 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.

Footnote F10

Amount represents the total amount of unvested 2022 LTIP RSUs.

Footnote 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.

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