Tilray Brands, Inc. — Director's Dealing 2019

Dec 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2019-12-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-12	Class 2 Common Stock	A	61729	—	Acquired	84424	Direct
2019-12-12	Class 2 Common Stock	A	49985	—	Acquired	49985	Indirect
2019-12-12	Class 2 Common Stock	A	41015	—	Acquired	41015	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-12	Stock Option (Right to Buy)	$3.1317	A	13411	Acquired	2027-03-30	Class 2 Common Stock (13411)	Direct
2019-12-12	Stock Option (Right to Buy)	$5.2754	A	16093	Acquired	2028-04-13	Class 2 Common Stock (15000)	Direct

Footnotes

F1: On September 9, 2019, the Issuer entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Privateer Holdings, Inc. ("Target"), Down River Merger Sub, LLC, a wholly owned subsidiary of the Issuer (the "Subsidiary"), and Michael Blue, as the Stockholder Representative. On December 12, 2019 (the "Effective Time"), Target merged with and into the Subsidiary.

F2: These shares were received in exchange for (i) 37,500 shares of Target's Class 1 Common Stock and (ii) 15,000 shares of Target's Class 3 Common Stock in connection with the Merger.

F3: These shares were received in exchange for 42,512 shares of Target's Series C Preferred Stock in connection with the Merger.

F4: The shares are held directly by Canna Enterprises, LLC. The Reporting Person is a manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC.

F5: These shares were received in exchange for 34,883 shares of Target's Series C Preferred Stock in connection with the Merger.

F6: The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust.

F7: 1/12th of the shares subject to the option become vested and exercisable on December 14, 2019 and 1/12th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.

F8: Received in the Merger in exchange for a stock option to acquire 12,500 shares of Target's Class 1 Common Stock for $3.36 per share.

F9: 1/24th of the shares subject to the option become vested and exercisable on December 14, 2019 and 1/24th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.

F10: Received in the Merger in exchange for a stock option to acquire 15,000 shares of Target's Class 3 Common Stock for $5.66 per share.