Byrna Technologies Inc. — Director's Dealing 2023

Oct 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Byrna Technologies Inc. (BYRN)
CIK: 0001354866
Period of Report: 2022-03-22

Reporting Person: Ganz Bryan (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-13	Common Stock	P	12000	$3.0536	Acquired	615148	Direct
2023-10-16	Common Stock	P	5000	$3.51	Acquired	620148	Direct
2022-12-31	Common Stock	J	1300	—	Disposed	0	Indirect
2022-12-31	Common Stock	J	1300	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-23	Restricted Stock Unit	$	D	450000	Disposed	2023-08-31	Common Stock (450000)	Direct
2022-03-23	Stock Option (right to buy)	$9.23	A	450000	Acquired	2023-03-23	Common Stock (450000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	478059	Indirect
Common Stock	3800	Indirect
Common Stock	70753	Indirect

Footnotes

F1: The shares were purchased in multiple transactions at prices ranging from $2.98 to $3.10. The reported price of $3.0536 represents the volume weighted average price for the reported transaction. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

F2: The reporting person served as trustee of each trust, of which certain members of the reporting person's immediate family were beneficiaries. On December 31, 2022, the trusts distributed all shares of the issuer's common stock to the beneficiaries of the trusts. Prior to distribution, the reporting person disclaimed beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: Ms. Zhang was married to the reporting person on January 18, 2023. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F5: Each restricted stock unit represents the right to receive one share of common stock.

F6: The original grant of restricted stock units ("Units") consisted of 300,000 Units with a $20 20-day VWAP performance trigger, 300,000 Units with a $30 20-day VWAP performance trigger ("$30 Trigger"), and 300,000 Units with a $40 20-day VWAP performance trigger ("$40 Trigger"). The Reporting Person was required to remain in service to the Company through August 31, 2023 for any Units to vest. The Reporting Person agreed to an amendment of the original Restricted Stock Unit Agreement, approved by the Board, to provide for cancellation of half the Units, consisting of all Units with a $40 Trigger and 150,000 Units with a $30 Trigger, in exchange for a grant of an equal number of options as described herein.

F7: One third of the grant (the "Option Shares") will vest and become exercisable on 3/23/23 (the "Year Anniversary"); the balance of the Option Shares will vest in eight (8) quarterly, consecutive, and equal installments thereafter, beginning on the first calendar day of the fiscal quarter immediately following the Year Anniversary, until all Option Shares are fully vested.