SEC Form 4 · accession 0001209191-19-016917

Tilray Brands, Inc. · TLRY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brendan Kennedy

Officer — President and CEO · Director

Period of report

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 6:11 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
Class 2 Common Stock^F1	Mar 1, 2019	M	50,000	$7.76	A	287,790	D
Class 2 Common Stock^F2,F3	Mar 1, 2019	S	53,897	$79.49	D	235,893	D
Class 2 Common Stock^F2,F4	Mar 1, 2019	S	14,437	$80.40	D	221,456	D
Class 2 Common Stock^F2,F5	Mar 1, 2019	S	7,454	$81.6688	D	214,002	D
Class 2 Common Stock^F2,F6	Mar 1, 2019	S	11,351	$82.1351	D	202,651	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)^F7	$7.76	Mar 1, 2019	M	50,000	D	—	May 20, 2028	Class 2 Common Stock	50,000	2,950,000	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 $78.94 to $79.93, 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 $79.94 to $80.91, 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 $80.93 to $81.91, 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 6 to this Form 4.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.93 to $82.80, 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 6 to this Form 4.
F7The shares subject to this option shall vest at the rate of 25% of the shares on the twelve (12) month anniversary of January 1, 2017 (the "Vesting Commencement Date"), and the remaining option shares will vest quarterly thereafter at the rate of 6.25% of the total number of shares on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan), such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.