0001171843-22-005151.txt : 20220728 0001171843-22-005151.hdr.sgml : 20220728 20220728192003 ACCESSION NUMBER: 0001171843-22-005151 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: SIMON IRWIN D CENTRAL INDEX KEY: 0000922748 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 221116761 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 0000922748 SIMON IRWIN D C/O TILRAY BRANDS, INC. 265 TALBOT STREET WEST LEAMINGTON A6 N8H 4H3 ONTARIO, CANADA 1 1 0 0 President and CEO Class 2 Common Stock (2021 LTIP RSUs) 2022-07-26 4 M 0 94890 A 879930 D Class 2 Common Stock (2021 LTIP RSUs) 2022-07-26 4 F 0 52475 3.38 D 827455 D Class 2 Common Stock (Synergy PSUs) 2022-07-27 4 M 0 196386 A 1023841 D Class 2 Common Stock (Synergy PSUs) 2022-07-27 4 F 0 108602 3.26 D 915239 D Restricted Stock Units ("2021 LTIP RSUs") 2022-07-26 4 M 0 94890 0 D Class 2 Common Stock 94890 94891 D Performance-Based Restricted Stock Units ("Synergy PSUs") 2022-07-27 4 M 0 196386 0 D Class 2 Common Stock 196386 196387 D Restricted Stock Units ("2022 LTIP RSUs") 2022-07-26 4 A 0 1200565 0 D Class 2 Common Stock 1200565 1200565 D Performance-Based Restricted Stock Units ("2022 PSUs") 2022-07-26 4 A 0 1412429 0 D Class 2 Common Stock 1412429 1412429 D On July 26, 2021, the reporting person was granted 189,781 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 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 50% of these Synergy PSUs vested (196,386) 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 1,200,565 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 1,412,429 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 Irwin D Simon 2022-07-28