Tilray Brands, Inc. — Director's Dealing 2022

Jul 29, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray Brands, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2022-07-26

Reporting Person: SIMON IRWIN D (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-26	Class 2 Common Stock (2021 LTIP RSUs)	M	94890	—	Acquired	879930	Direct
2022-07-26	Class 2 Common Stock (2021 LTIP RSUs)	F	52475	$3.38	Disposed	827455	Direct
2022-07-27	Class 2 Common Stock (Synergy PSUs)	M	196386	—	Acquired	1023841	Direct
2022-07-27	Class 2 Common Stock (Synergy PSUs)	F	108602	$3.26	Disposed	915239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-26	Restricted Stock Units ("2021 LTIP RSUs")	$	M	94890	Disposed		Class 2 Common Stock (94890)	Direct
2022-07-27	Performance-Based Restricted Stock Units ("Synergy PSUs")	$	M	196386	Disposed		Class 2 Common Stock (196386)	Direct
2022-07-26	Restricted Stock Units ("2022 LTIP RSUs")	$	A	1200565	Disposed		Class 2 Common Stock (1200565)	Direct
2022-07-26	Performance-Based Restricted Stock Units ("2022 PSUs")	$	A	1412429	Disposed		Class 2 Common Stock (1412429)	Direct

Footnotes

F1: 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.

F2: Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.

F3: Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 2021 LTIP RSUs.

F4: 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.

F5: Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.

F6: Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of Synergy PSUs.

F7: 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.

F8: Each Synergy PSU or 2022 PSU, as applicable, represents a contingent right to receive one (1) share of Tilray Class 2 Common Stock.

F9: 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.

F10: Amount represents the total amount of unvested 2022 LTIP RSUs.

F11: 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.