0001171843-23-004791.txt : 20230728
0001171843-23-004791.hdr.sgml : 20230728
20230728164405
ACCESSION NUMBER: 0001171843-23-004791
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230726
FILED AS OF DATE: 20230728
DATE AS OF CHANGE: 20230728
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: 231123712
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
X0508
4
2023-07-26
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
0
1
0
0
President and CEO
0
Common Stock
2023-07-26
4
M
0
94891
1.93
A
1356609
D
Common Stock
2023-07-26
4
F
0
52475
1.93
D
1304134
D
Common Stock
2023-07-27
4
M
0
98192
2.14
A
1402326
D
Common Stock
2023-07-27
4
F
0
54302
2.14
D
1348024
D
Performance-Based Restricted Stock Units ("Synergy PSUs")
2023-07-26
4
M
0
94891
0
D
Common Stock
94891
0
D
Restricted Stock Units ("2021 LTIP RSUs")
2023-07-27
4
M
0
98192
0
D
Common Stock
98192
98194
D
Performance-Based Restricted Stock Units
2023-07-26
4
A
0
4403064
0
A
Common Stock
4403064
4403064
D
Restricted Stock Units
2023-07-26
4
A
0
2356218
0
A
Common Stock
2356218
2356218
D
On July 26, 2021, the reporting person was granted 189,781 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 94,891 vested on July 26, 2023.
Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs.
Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 94,891 LTIP RSUs.
July 27, 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 25% of these Synergy PSUs vested (98,192) on July 27, 2023. The remaining Synergy PSUs will vest on July 27, 2024 (25%), subject to continued employment through the applicable vesting date.
Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 98,192 Synergy PSUs.
Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
Each performance-based restricted stock unit ("2023 EBITDA PSU") represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 26, 2023.
On July 26, 2023, the reporting person was granted 4,403,064 of the 2023 EBITDA PSUs. Subject to the reporting person's continuous employment through the vesting date, each 2023 EBITDA PSU represents the right to receive, following vesting, one (1) share of Tilray Common Stock. The 2023 EBITDA PSUs will vest based on the achievement of a cumulative performance target for Adjusted EBITDA generated by Tilray over the 3-year performance period beginning June 1, 2023, and ending May 31, 2026.
Each restricted stock unit ("LTIP RSU") represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 26, 2023.
Subject to the reporting person's continuous employment through the vesting date, the LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 26, 2024, and July 26, 2025, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all LTIP RSUs will be forfeited.
/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon
2023-07-28