Sec Form 4 Filing - Ganz Bryan @ Byrna Technologies Inc. - 2023-08-31

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) 08/31/2023 (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

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 Units ( 1 ) 08/31/2023 D 150,000 ( 2 ) 08/31/2023 Common Stock 150,000 $ 0 300,000 ( 2 ) D Restricted Stock Units ( 1 ) 12/05/2023 A 600,000 ( 3 ) ( 3 ) Common stock 600,000 $ 0 600,000 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 12/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the common stock of Byrna Technologies Inc. (the "Issuer") ( 2 )The restricted stock units consisted of 300,000 Units with a $20 20-day volume weighted average price ("VWAP") performance trigger and 150,000 restricted stock units with a $30 20-day VWAP performance trigger ("$30 Trigger"). The reporting person was required to remain in service to the Company through August 31, 2023 for any units to vest. On August 31, 2023, 300,000 of the restricted stock units vested, but have not yet been settled, and 150,000 of the restricted stock units were forfeited. ( 3 )Pursuant to the terms of an employment agreement entered into effective September 1, 2023 (the "Agreement") and attached in full to the Form 8-K filed by the Issuer on September 18, 2023, the vesting of the units is subject to a double trigger of performance and time providing that (i) performance hurdles for three equal tranches, each consisting 200,000 units, will be met when the Issuer's common stock trades above $6.00, $9.00 and $12..00, respectively on a 20-day volume weighted average closing price ("VWAP"), and (ii) subject to specific modifications detailed in the Agreement for a termination through a "Qualified Retirement" without cause, by resignation, by virtue of death or disability, or through a "Change in Control", the reporting person must remain employed by the Issuer until August 31, 2026 for the restricted stock units to vest. See the Form 8K for a fuller summary of its terms and the Agreement attached thereto for additional details.

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).

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