Irwin D. Simon - 26 Jul 2023 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 2023, 16:44:05 UTC
Prior SEC filing
18 Jul 2023
Next SEC filing
02 Aug 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 2023.

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 2023, 16:44.

Change

  • Previous filing in this sequence was filed on 18 Jul 2023.
  • Current net transaction value: +$175,787.

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

Common Stock

Options Exercise

Transaction value
$183,140
Shares
+94,891
Change %
+7.5%
Price
$1.93
Shares after
1,356,609
Date
26 Jul 2023
Ownership
Direct
Footnotes
F1, F2
TLRY transaction

Common Stock

Tax liability

Transaction value
$101,277
Shares
-52,475
Change %
-3.9%
Price
$1.93
Shares after
1,304,134
Date
26 Jul 2023
Ownership
Direct
Footnotes
F2, F3
TLRY transaction

Common Stock

Options Exercise

Transaction value
$210,131
Shares
+98,192
Change %
+7.5%
Price
$2.14
Shares after
1,402,326
Date
27 Jul 2023
Ownership
Direct
Footnotes
F2, F4
TLRY transaction

Common Stock

Tax liability

Transaction value
$116,206
Shares
-54,302
Change %
-3.9%
Price
$2.14
Shares after
1,348,024
Date
27 Jul 2023
Ownership
Direct
Footnotes
F2, F5

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
-94,891
Change %
-100%
Price
$0.000000*
Shares after
0
Date
26 Jul 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
94,891
Exercise price
Footnotes
F6
TLRY transaction Derivative

Restricted Stock Units ("2021 LTIP RSUs")

Options Exercise

Transaction value
$0
Shares
-98,192
Change %
-50%
Price
$0.000000
Shares after
98,194
Date
27 Jul 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
98,192
Exercise price
Footnotes
F6
TLRY transaction Derivative

Performance-Based Restricted Stock Units

Award

Transaction value
$0
Shares
+4,403,064
Change %
Price
$0.000000
Shares after
4,403,064
Date
26 Jul 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
4,403,064
Exercise price
Footnotes
F7, F8
TLRY transaction Derivative

Restricted Stock Units

Award

Transaction value
$0
Shares
+2,356,218
Change %
Price
$0.000000
Shares after
2,356,218
Date
26 Jul 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
2,356,218
Exercise price
Footnotes
F9, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote F1

On July 26, 2021, the reporting person was granted 189,781 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 94,891 vested on July 26, 2023.

Footnote F2

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

Footnote F3

Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 94,891 LTIP RSUs.

Footnote F4

July 27, 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 25% of these Synergy PSUs vested (98,192) on July 27, 2023. The remaining Synergy PSUs will vest on July 27, 2024 (25%), subject to continued employment through the applicable vesting date.

Footnote F5

Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 98,192 Synergy PSUs.

Footnote F6

Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.

Footnote 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.

Footnote F8

On July 26, 2023, the reporting person was granted 4,403,064 of the 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.

Footnote F9

Each restricted stock unit ("LTIP RSU") 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.

Footnote 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.

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