SEC Form 4 · accession 0001209191-19-014188
Tilray Brands, Inc. · TLRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Castaneda
Officer — CFO, Secretary, Treasurer
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001731348
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class 2 Common StockF1 | Feb 25, 2019 | M | 40,000 | $7.76 | A | 48,205 | D | |
| Class 2 Common StockF2,F3 | Feb 25, 2019 | S | 30,903 | $77.8899 | D | 17,302 | D | |
| Class 2 Common StockF2,F4 | Feb 25, 2019 | S | 8,197 | $78.6847 | D | 9,105 | D | |
| Class 2 Common StockF2,F5 | Feb 25, 2019 | S | 900 | $79.38 | D | 8,205 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $7.76 | Feb 25, 2019 | M | 40,000 | D | — | May 20, 2028 | Class 2 Common Stock | 40,000 | 560,000 | D |
Explanation of responses
- F1The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.35 to $78.34, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.35 to $79.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 4 to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.36 to $79.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 5 to this Form 4.
- F6The shares vest at a rate of 50% of the total shares on July 18, 2018 (the "Vesting Date"), with the remaining 50% of the total shares vesting upon the one-year anniversary of the Vesting Date, provided that the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan) until such date.