0001171843-22-005148.txt : 20220728
0001171843-22-005148.hdr.sgml : 20220728
20220728191747
ACCESSION NUMBER: 0001171843-22-005148
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: FALTISCHEK DENISE M
CENTRAL INDEX KEY: 0001477590
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38594
FILM NUMBER: 221116754
MAIL ADDRESS:
STREET 1: C/O THE HAIN CELESTIAL GROUP, INC.
STREET 2: 1111 MARCUS AVENUE
CITY: LAKE SUCCESS
STATE: NY
ZIP: 11042
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
0001477590
FALTISCHEK DENISE M
C/O TILRAY BRANDS, INC.
265 TALBOT STREET WEST
LEAMINGTON
A6
N8H 4H3
ONTARIO, CANADA
0
1
0
0
Chief Strategy Officer
Class 2 Common Stock (2021 LTIP RSUs)
2022-07-26
4
M
0
13343
A
99650
D
Class 2 Common Stock (2021 LTIP RSUs)
2022-07-26
4
F
0
4811
3.38
D
94839
D
Class 2 Common Stock (Synergy PSUs)
2022-07-26
4
M
0
24330
A
119169
D
Class 2 Common Stock (Synergy PSUs)
2022-07-26
4
F
0
8772
3.38
D
110397
D
Restricted Stock Units ("2021 LTIP RSUs")
2022-07-26
4
M
0
13343
0
D
Class 2 Common Stock
13343
13344
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
247175
0
D
Class 2 Common Stock
247175
247175
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 26,687 of 2021 LTIP RSUs, 50% of which vested on July 26, 2022. The remaining 50% is scheduled to vest on July 26, 2023, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all 2021 LTIP RSUs will be forfeited.
Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 2021 LTIP RSUs.
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 2021 LTIP RSU or 2022 LTIP RSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock.
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 247,175 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.
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/ Carl A. Merton, as Attorney-in-Fact for Denise M Faltischek
2022-07-28