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