SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clanachan David F

(Last)

(First)

(Middle)

C/O TILRAY BRANDS, INC.

265 TALBOT STREET WEST

(Street)

LEAMINGTON

N8H 4H3

(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)
07/26/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/26/2023		M		70,621⁽¹⁾	A	$1.93	81,431⁽²⁾	D
Common Stock	07/26/2023		F		35,424⁽³⁾	D	$1.93	46,007⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	07/26/2023		D			70,621	⁽⁴⁾	⁽⁴⁾	Common Stock	70,621	$0	0	D
Restricted Stock Units	⁽⁵⁾	07/26/2023		A		129,543		⁽⁶⁾	⁽⁶⁾	Common Stock	129,543	$0	129,543⁽⁷⁾	D

Explanation of Responses:

1. On July 26, 2023, a total of 70,621 RSUs vested. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.

2. Amount includes shares of Tilray Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.

3. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 70,621 RSUs previously granted on July 26, 2022.

4. Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock.

5. Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 26, 2023.

6. Subject to the reporting person's continuous service, the restricted stock units shall vest over two (2) years from the date of grant on an equal and ratable basis, with accelerated vesting solely upon death or disability prior to such date. In the event of a voluntary resignation by the reporting person prior to the vesting date, all restricted stock units will be forfeited.

7. Amount represents the total amount of unvested RSUs and underlying shares of Tilray Common Stock.

	/s/ Carl A. Merton, as Attorney-in-Fact for David F. Clanachan	07/27/2023
	** 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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