Sec Form 13D Filing - Kennedy Brendan filing for Tilray Brands Inc. (TLRY) - 2020-06-18

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  1.  

Name of Reporting Persons.

Brendan Kennedy

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC USE ONLY

  4.

Source of Funds (See Instructions)

AF

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

  6.

Citizenship or Place of Organization

United States Citizen

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person With:  

    7.  

Sole Voting Power

16,530,100 shares(1)

    8.

Shared Voting Power

0 shares

    9.

Sole Dispositive Power

16,530,100 shares (1)

  10.

Shared Dispositive Power

0 shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,530,100 shares (1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

13.

Percent of Class Represented by Amount in Row (11)

13.7% (2)

14.

Type of Reporting Person (See Instructions)

IN        

Consists of (1) 9,369,405 shares of Class 1 Common Stock held directly by Mr. Kennedy, (2) 4,281,793 shares of Class 2 Common Stock held directly by Mr. Kennedy, (3) 2,596,867 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by Mr. Kennedy that are exercisable within 60 days of June 16, 2020, (4) 46,875 shares of Class 2 Common Stock that are issuable upon the vesting of restricted stock units held directly by Mr. Kennedy that will vest within 60 days of June 16, 2020, (5) 158,746 shares of Class 1 Common Stock held directly by a limited liability company, of which Mr. Kennedy is the sole member and (6) 76,414 shares of Class 2 Common Stock held directly by a limited liability company, of which Mr. Kennedy is the sole member. Mr. Kennedy has sole voting and investment power decisions as it relates to the limited liability companies. In addition, each share of Class 1 Common Stock will convert automatically into one share of Class 2 Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer’s Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.

Based on (1) 108,195,284 shares of Class 2 Common Stock that were outstanding as of May 11, 2020, as set forth in the Issuer’s Form 10-Q filed with the SEC on May 11, 2020, (2) 9,369,405 shares of Class 1 Common Stock held directly by Mr. Kennedy, (3) 158,746 shares of Class 1 Common Stock held directly by an LLC, of which Mr. Kennedy is the sole member, (4) 2,596,867 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by Mr. Kennedy that are exercisable within 60 days of June 16, 2020 and (5) 46,875 shares of Class 2 Common Stock that are issuable upon the vesting of restricted stock units held directly by the Reporting Person that will vest within 60 days of June 16, 2020.

Security and Issuer.

Interest in Securities of the Issuer

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act:

For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared:

Sole power to vote or to direct the vote: See line 7 of cover sheet.

Shared power to vote or to direct the vote: See line 8 of cover sheet.

Sole power to dispose or to direct the disposition: See line 9 of cover sheet.

Shared power to dispose or to direct the disposition: See line 10 of cover sheet.

Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a):

Date of Transaction

06/16/2020

06/17/2020

06/18/2020

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required:

If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities:

/s/ Brendan Kennedy