Sec Form 4 Filing - Merton Carl A @ Tilray Brands, Inc. - 2022-06-01

Insider filing report for Changes in Beneficial Ownership
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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
Merton Carl A
2. Issuer Name and Ticker or Trading Symbol
Tilray Brands, Inc. [ TLRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2022
(Street)
LEAMINGTON, A6N8H 4H3
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
Class 2 Common Stock 06/01/2022 M 16,218 A 236,425( 2 ) D
Class 2 Common Stock 06/01/2022 F 8,371( 3 ) D $ 4.18 228,054( 2 ) D
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 ( 4 ) 06/01/2022 M 16,218 ( 5 ) ( 5 ) Class 2 Common Stock 16,218 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Merton Carl A
C/O TILRAY BRANDS, INC.
265 TALBOT STREET WEST
LEAMINGTON, A6N8H 4H3
Chief Financial Officer
Signatures
/s/ Carl A. Merton 06/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.
( 2 )Amount includes shares of Common Stock beneficially owned by the reporting person, but excludes other unvested RSUs.
( 3 )Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of RSUs previously reported.
( 4 )Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Brands, Inc. Class 2 Common Stock.
( 5 )On July 26, 2021, the reporting person was granted 48,661 RSUs, 33.33% of which vested on June 1, 2022, with 33.33% scheduled to vest on June 1, 2023 and 33.34% scheduled to vest on June 1, 2024, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

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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