Ownership Submission
|
FORM 4
|
|
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
Clanachan David F
|
|
2. Issuer Name and Ticker or Trading Symbol
Tilray Brands, Inc. [TLRY]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
__X__ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
C/O TILRAY BRANDS, INC. , 265 TALBOT STREET WEST
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
|
LEAMINGTON
|
A6
|
N8H 4H3
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date (Month/Day/Year)
|
3A. Deemed Execution Date, if any (Month/Day/Year)
|
4. Transaction Code
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
Clanachan David F
C/O TILRAY BRANDS, INC.
265 TALBOT STREET WEST
LEAMINGTON, A6N8H 4H3
|
X
|
|
|
|
Signatures
|
/s/ Carl A. Merton, as Attorney-in-Fact for David Clanachan
|
2024-07-30
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(b)(v).
|
|
(**)
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
|
(1)
|
On July 26, 2023, a total of 129,534 RSUs vested. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.
|
|
(2)
|
Amount includes shares of Tilray Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
|
|
(3)
|
Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 129,534 RSUs previously granted on July 26, 2023.
|
|
(4)
|
Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock.
|
|
(5)
|
Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 30, 2024.
|
|
(6)
|
Subject to the reporting person's continuous service, the restricted stock units shall vest one (1) year from the date of grant, with accelerated vesting solely upon death or disability prior to such date. In the event of a voluntary resignation by the reporting person prior to the vesting date, all restricted stock units will be forfeited.
|
|
(7)
|
Amount represents the total amount of unvested RSUs and underlying shares of Tilray Common Stock.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Tilray Inc.