Sec Form 4 Filing - Ganz Bryan @ Byrna Technologies Inc. - 2022-03-22

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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ganz Bryan 2. Issuer Name and Ticker or Trading Symbol Byrna Technologies Inc. [ BYRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 100 BURTT ROAD, SUITE 115 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2022 (Street) ANDOVER, MA01810 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/13/2023 P 12,000 A $ 3.0536 ( 1 ) 615,148 D Common Stock 10/16/2023 P 5,000 A $ 3.51 620,148 D Common Stock 12/31/2022 J 1,300 ( 3 ) D $ 0 0 ( 2 ) I By the David Ganz Trust FBO Kathryn R. Ganz Common Stock 12/31/2022 J 1,300 ( 3 ) D $ 0 0 ( 2 ) I By the David Ganz Trust FBO Madelyn Hyland Common Stock 478,059 ( 3 ) I By Northeast Industrial Partners LLC Common Stock 3,800 ( 4 ) I By Li Zhang Common Stock 70,753 ( 3 ) I By the Judith L. Ganz Trust VA 04-23-2015

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 5 ) 03/23/2022 D 450,000 ( 6 ) 08/31/2023 Common Stock 450,000 $ 0 450,000 D Stock Option (right to buy) $ 9.23 03/23/2022 A 450,000 ( 7 ) 03/23/2023 Common Stock 450,000 $ 0 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ganz Bryan 100 BURTT ROAD, SUITE 115 ANDOVER, MA01810 X President and CEO Signatures /s/ Lisa Klein Wager by Power of Attorney. 10/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )Each restricted stock unit represents the right to receive one share of common stock. ( 6 )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. ( 7 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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