Tilray Brands, Inc. — Director's Dealing 2018

Jul 18, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2018-07-18

Reporting Person: Pastorius Edward Wood JR (Chief Revenue Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$7.76	2028-05-20	Class 2 Common Stock (350000)		Direct
Restricted Stock Units	$0.00		Class 2 Common Stock (100000)		Direct

Footnotes

F1: The shares subject to this option shall vest at the rate of 25% of the shares on the twelve (12) month anniversary of April 1, 2018 (the "Vesting Commencement Date"), and the remaining option shares will vest quarterly thereafter at the rate of 6.25% of the total number of shares on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan), such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

F2: Two vesting requirements must be satisfied for the RSU to vest - a time and service requirement and a Liquidity Event requirement. The time and service requirement is as follows: The RSUs shall vest at the rate of 25% of the RSUs on the twelve (12) month anniversary of January 1, 2017 (the "Vesting Commencement Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 6.25% of the total number of RSUs on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan), such that the total number of RSUs shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

F3: Two vesting requirements must be satisfied for the RSU to vest - a time and service requirement and a Liquidity Event requirement. The Liquidity Event requirement will be satisfied as to any then-outstanding RSU on the first to occur of: (1) a Change in Control; or (2) the date following the effective date of a registration statement of the Company filed under the Securities Act for the sale of the Company's Class 2 Common Stock ("Common Stock") on which all shares of Common Stock issued or issuable under the Company's 2018 Equity Incentive Plan are not subject to the Lock-Up Period described in Section 13 of the Restricted Stock Unit Agreement (the "Lock-Up Period Expiration Date"), provided that the Reporting Person has remained in Continuous Service ( as defined in the Company's 2018 Equity Incentive Plan) through the effective date of such Change in Control or Lock-Up Period Expiration Date, as applicable.

F4: Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.