David F Clanachan Form 4 Tilray Brands / David F Clanachan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Clanachan David F

(Last) (First) (Middle)

C/O TILRAY BRANDS, INC.

874 SINCLAIR ROAD

(Street)

OAKVILLE A6 L6K 2Y1

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/21/2022		M		15,314	A	(1)	15,314(2)	D
Class 2 Common Stock	06/21/2022		F		6,774(3)	D	$3.27	8,540(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	06/21/2022		M			3,799	(5)	(5)	Class 2 Common Stock	3,799	$0	0	D
Restricted Stock Units	(4)	06/21/2022		M			11,515	(6)	(6)	Class 2 Common Stock	11,515	$0	0	D

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 June 21, 2021, the reporting person was granted 11,515 RSUs, 33% of which vested on June 21, 2022, with 33.50% scheduled to vest on June 21, 2023 and 33.50% scheduled to vest on June 21, 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.

6. On June 21, 2021, the reporting person was granted 11,515 RSUs, 100% of which vested on June 21, 2022. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

	/s/ Carl A. Merton, as Attorney-in-Fact for David F. Clanachan	06/22/2022
	** Signature of Reporting Person	Date
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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