Irwin D. Simon - 31 Jul 2023 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Reporting relationship: President and CEO
Issuer ticker: TLRY
Reported as of: 31 Jul 2023
Net transaction value: +$1,597,275
SEC form: 4
Accepted by SEC: 02 Aug 2023, 16:31:46 UTC
Prior SEC filing: 28 Jul 2023
Next SEC filing: 12 Jan 2024
Source filing: View source filing
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 02 Aug 2023.

Key facts

This page summarizes Irwin D. Simon's Form 4 filing for Tilray Brands, Inc. (TLRY).
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 02 Aug 2023, 16:31.

Change

Previous filing in this sequence was filed on 28 Jul 2023.
Current net transaction value: +$1,597,275.

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: $3,573,443
Shares: +1,412,428
Change %: +105%
Price: $2.53
Shares after: 2,760,452
Date: 31 Jul 2023
Ownership: Direct
Footnotes: F1, F2

TLRY transaction

Common Stock

Tax liability

Transaction value: $1,976,168
Shares: -781,094
Change %: -28%
Price: $2.53
Shares after: 1,979,358
Date: 31 Jul 2023
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 ("2022 PSUs")

Options Exercise

Transaction value: $0
Shares: -706,214
Change %: -50%
Price: $0.000000
Shares after: 706,214
Date: 31 Jul 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 706,214
Exercise price
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

On July 26, 2022, the reporting person was granted 1,412,428 of 2022 PSUs, with vesting subject to the achievement of certain pre-established performance targets for aggregate EBITDA generated from the HEXO transaction over the one (1) year performance period following the HEXO closing date. The underlying performance condition was satisfied, and an amount equal to 50% of these 2022 PSUs vested on July 31, 2023. The remaining 2022 PSUs will vest as follows - 25% will vest on July 31, 2024, and 25% will vest on July 31, 2025, in each case 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 shares withheld by the Company to satisfy the tax withholding obligations associated with the vesting of 1,412,428 previously granted on July 26, 2022.

Footnote F4

Each 2022 PSU represents a contingent right to receive up to two (2) shares of Tilray Common Stock depending upon the target level achieved with respect to the pre-established performance parameters relating to the HEXO transaction.