Sec Form 13D Filing - Kennedy Brendan filing for Tilray Brands Inc. (TLRY) - 2020-10-16

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

13,706,097 shares(1)

    8.

Shared Voting Power

0 shares

    9.

Sole Dispositive Power

13,706,097 shares (1)

  10.

Shared Dispositive Power

0 shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,706,097 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)

10.1% (2)

14.

Type of Reporting Person (See Instructions)

IN        

Consists of (1) 10,665,087 shares of Class 2 Common Stock held directly by Mr. Kennedy, (2) 2,805,850 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 October 14, 2020, (3) 235,160 shares of Class 2 Common Stock held directly by a limited liability company, of which Mr. Kennedy is the sole member and has sole voting and investment power decisions as it relates to such limited liability company.

Based on (1) 133,234,189 shares of Class 2 Common Stock that were outstanding as of September 30, 2020, as set forth in the Issuer’s Form 8-A/A filed with the SEC on October 1, 2020, and (2) 2,805,850 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 October 14, 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

Type of
Transaction

Class of Stock

9/21/2020

9/21/2020

9/22/2020

9/22/2020

9/23/2020

9/23/2020

09/30/2020

09/30/2020

Date of Transaction

Type of
Transaction

Class of Stock

10/1/2020

10/1/2020

10/14/2020

10/15/2020

10/16/2020

Each share of the Issuer’s Class 1 Common Stock is convertible at any time at the option of the Reporting Person into one fully paid and nonassessable shares of the Issuer’s Class 2 Common Stock.

Represents the weighted average sale price.

All shares of Class 1 Common Stock converted into shares of the Issuer’s Class 2 Common Stock on this date.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.

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/ Julia Stark