Irwin D. Simon - Jul 26, 2023 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Signature
/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon
Stock symbol
TLRY
Transactions as of
Jul 26, 2023
Transactions value $
$175,787
Form type
4
Date filed
7/28/2023, 04:44 PM
Previous filing
Jul 18, 2023
Next filing
Aug 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TLRY Common Stock Options Exercise $183K +94.9K +7.52% $1.93 1.36M Jul 26, 2023 Direct F1, F2
transaction TLRY Common Stock Tax liability -$101K -52.5K -3.87% $1.93 1.3M Jul 26, 2023 Direct F2, F3
transaction TLRY Common Stock Options Exercise $210K +98.2K +7.53% $2.14 1.4M Jul 27, 2023 Direct F2, F4
transaction TLRY Common Stock Tax liability -$116K -54.3K -3.87% $2.14 1.35M Jul 27, 2023 Direct F2, F5

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 Performance-Based Restricted Stock Units ("Synergy PSUs") Options Exercise $0 -94.9K -100% $0.00* 0 Jul 26, 2023 Common Stock 94.9K Direct F6
transaction TLRY Restricted Stock Units ("2021 LTIP RSUs") Options Exercise $0 -98.2K -50% $0.00 98.2K Jul 27, 2023 Common Stock 98.2K Direct F6
transaction TLRY Performance-Based Restricted Stock Units Award $0 +4.4M $0.00 4.4M Jul 26, 2023 Common Stock 4.4M Direct F7, F8
transaction TLRY Restricted Stock Units Award $0 +2.36M $0.00 2.36M Jul 26, 2023 Common Stock 2.36M Direct F9, F10
* 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 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.
F2 Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs.
F3 Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 94,891 LTIP RSUs.
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.
F5 Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 98,192 Synergy PSUs.
F6 Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
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.
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.
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.
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.