SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pham Luan

(Last)

(First)

(Middle)

C/O BYRNA TECHNOLOGIES INC.

100 BURTT ROAD SUITE 115

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2022

3. Issuer Name and Ticker or Trading Symbol
Byrna Technologies Inc. [ BYRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CRMO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,142	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)⁽¹⁾	⁽²⁾	03/23/2032	Common Stock	82,500	$9.23	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	04/18/2024	Common Stock	82,500	$0.0000	D

Explanation of Responses:

1. Each stock option represents a right to buy one share of our common stock.

2. One third of the grant (the "Option Shares") will vest and become exercisable on 3/23/23 (the "Year Anniversary"); the balance of the Option Shares will vest in eight (8) quarterly, consecutive, and equal installments thereafter, beginning on the first calendar day of the fiscal quarter immediately following the Year Anniversary, until all Option Shares are fully vested.

3. Each Restricted Stock Unit reflects the right to receive one share of common stock.

4. The Reporting Person must remain in service to the Company through April 18, 2024 for any Restricted Stock Units to vest (the " Units" ). The Units will vest on April 18, 2024 to the extent that the following price triggers have been satisfied: (i) 55,000 Units have no price trigger , (ii) 27,500 Units are subject to a 20-day $30 VWAP price trigger.

	/s/ Lisa Wager by Power of Attorney.	03/25/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.