Bryan Ganz - 31 Aug 2023 Form 4 Insider Report for Byrna Technologies Inc. (BYRN)

Role
President and CEO, Director
Signature
/s/ Lisa Klein Wager by Power of Attorney
Issuer symbol
BYRN
Transactions as of
31 Aug 2023
Net transactions value
$0
Form type
4
Filing time
15 Dec 2023, 20:02:18 UTC
Previous filing
12 Dec 2022
Next filing
14 Mar 2024
SEC
View on sec.gov

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 BYRN Restricted Stock Units Disposed to Issuer $0 -150,000 -33% $0.000000 300,000 31 Aug 2023 Common Stock 150,000 Direct F1, F2
transaction BYRN Restricted Stock Units Award $0 +600,000 $0.000000 600,000 05 Dec 2023 Common stock 600,000 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of the common stock of Byrna Technologies Inc. (the "Issuer")
F2 The restricted stock units consisted of 300,000 Units with a $20 20-day volume weighted average price ("VWAP") performance trigger and 150,000 restricted stock units with a $30 20-day VWAP performance trigger ("$30 Trigger"). The reporting person was required to remain in service to the Company through August 31, 2023 for any units to vest. On August 31, 2023, 300,000 of the restricted stock units vested, but have not yet been settled, and 150,000 of the restricted stock units were forfeited.
F3 Pursuant to the terms of an employment agreement entered into effective September 1, 2023 (the "Agreement") and attached in full to the Form 8-K filed by the Issuer on September 18, 2023, the vesting of the units is subject to a double trigger of performance and time providing that (i) performance hurdles for three equal tranches, each consisting 200,000 units, will be met when the Issuer's common stock trades above $6.00, $9.00 and $12..00, respectively on a 20-day volume weighted average closing price ("VWAP"), and (ii) subject to specific modifications detailed in the Agreement for a termination through a "Qualified Retirement" without cause, by resignation, by virtue of death or disability, or through a "Change in Control", the reporting person must remain employed by the Issuer until August 31, 2026 for the restricted stock units to vest. See the Form 8K for a fuller summary of its terms and the Agreement attached thereto for additional details.