Sec Form 3 Filing - Ganz Bryan @ Byrna Technologies Inc. - 2021-05-05

FORM 3 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) CEO Pres Chairman of the Board (Last) (First) (Middle) 100 BURTT ROAD, SUITE 115 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2021 (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 481,283 D Common Stock 478,059 ( 1 ) I By Northeast Industrial Partners LLC Common Stock 1,300 ( 1 ) I By the David Ganz Trust FBO Kathryn R. Ganz Common Stock 70,753 ( 1 ) I By the Judith L. Ganz Trust VA 04-23-2015 Common Stock 1,300 ( 1 ) I By the David Ganz Trust FBO Madeline Hyland Ganz

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 Stock Options (right to buy) $ 1.9 ( 2 ) 12/30/2024 Common Stock 60,000 D Restricted Stock Unit ( 4 ) ( 3 ) ( 3 ) Common Stock 900,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ganz Bryan 100 BURTT ROAD SUITE 115 ANDOVER, MA01810 X CEO Pres Chairman of the Board Signatures /s/ Lisa Wager, by Power of Attorney 06/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The stock options became exercisable upon issuance. ( 3 )The restricted stock units vest as follows: (1) one-third of the RSUs will be triggered when BYRN's stock trades above $20.00 on a 20-day volume weighted average closing price ("VWAP"), the second one-third of the RSUs will be triggered when BYRN's stock trades above $30.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $40.00 on a 20-day VWAP. The reporting person must remain employed by the Company until August 31, 2023 for the restricted stock units to vest. ( 4 )Each restricted stock unit represents a contingent right to receive one share of BYRN common stock or cash.

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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