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: Kennedy Brendan (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-12	Class 2 Common Stock	A	4510054	—	Acquired	4663357	Direct
2019-12-12	Class 2 Common Stock	A	1049825	—	Acquired	1049825	Indirect
2019-12-12	Class 2 Common Stock	A	76414	—	Acquired	76414	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-12	Class 1 Common Stock	$0.00	A	9369405	Acquired		Class 2 Common Stock (9369405)	Direct
2019-12-12	Class 1 Common Stock	$0.00	A	158746	Acquired		Class 2 Common Stock (158746)	Indirect

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: The shares of Issuer's Class 1 Common Stock and Class 2 Common Stock were received exchange for 11,804,221 shares of Target's Class 1 Common Stock in connection with the Merger.

F3: These shares were received in exchange for 892,857 shares of Target's Class 1 Common Stock in connection with the Merger.

F4: The shares are held directly by The Kennedy Family 2016 Irrevocable Trust UTD December 1, 2016, which is a trust established for the benefit of the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: The shares of Issuer's Class 1 Common Stock and Class 2 Common Stock were received in exchange for 200,000 shares of Target's Class 1 Common Stock in connection with the Merger.

F6: The Reporting Person is the sole member of Skyline & Mayfair LLC and has sole voting and investment power with respect to the shares held by Skyline & Mayfair LLC.

F7: Each share of Issuer's Class 1 Common Stock is convertible at any time at the option of the holder into one fully paid and nonassessable share of Issuer's Class 2 Common Stock. In addition, each share of Issuer's Class 1 Common Stock will automatically convert into one share of Issuer's 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.