0001171843-22-005149.txt : 20220728 0001171843-22-005149.hdr.sgml : 20220728 20220728191827 ACCESSION NUMBER: 0001171843-22-005149 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220726 FILED AS OF DATE: 20220728 DATE AS OF CHANGE: 20220728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gendel Mitchell CENTRAL INDEX KEY: 0001313565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 221116755 MAIL ADDRESS: STREET 1: EMERALD HOLDING, INC. STREET 2: 100 BROADWAY, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tilray Brands, Inc. CENTRAL INDEX KEY: 0001731348 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 824310622 FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 519.322.8800 MAIL ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: Tilray, Inc. DATE OF NAME CHANGE: 20180213 4 1 ownership.xml X0306 4 2022-07-26 0 0001731348 Tilray Brands, Inc. TLRY 0001313565 Gendel Mitchell C/O TILRAY BRANDS, INC. 265 TALBOT STREET WEST LEAMINGTON A6 N8H 4H3 ONTARIO, CANADA 0 1 0 0 Global General Counsel Class 2 Common Stock (Synergy PSUs) 2022-07-26 4 M 0 24330 A 34701 D Class 2 Common Stock (Synergy PSUs) 2022-07-26 4 F 0 8772 3.38 D 25929 D Performance-Based Restricted Stock Units ("Synergy PSUs") 2022-07-26 4 M 0 24330 0 D Class 2 Common Stock 24330 24332 D Restricted Stock Units ("2022 LTIP RSUs") 2022-07-26 4 A 0 210099 0 D Class 2 Common Stock 210099 210099 D Performance-Based Restricted Stock Units ("2022 PSUs") 2022-07-26 4 A 0 187853 0 D Class 2 Common Stock 187853 187853 D On July 26, 2021, the reporting person was granted 48,662 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 (24,330) 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. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs. Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs. Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. On July 26, 2022, the reporting person was granted 210,099 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. Each 2022 LTIP RSU represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock. Amount represents the total amount of unvested 2022 LTIP RSUs. On July 26, 2022, the reporting person was granted 187,853 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. /s/ Mitchell Gendel 2022-07-28