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: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-12	Class 2 Common Stock	A	476641	—	Acquired	476641	Direct
2019-12-12	Class 2 Common Stock	A	833351	—	Acquired	833351	Indirect
2019-12-12	Class 2 Common Stock	A	2130577	—	Acquired	2130577	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-12	Stock Option (Right to Buy)	$0.1913	A	21458	Acquired	2024-06-17	Class 2 Common Stock (21458)	Direct
2019-12-12	Stock Option (Right to Buy)	$0.1913	A	107290	Acquired	2024-06-17	Class 2 Common Stock (107290)	Direct
2019-12-12	Stock Option (Right to Buy)	$2.5137	A	107290	Acquired	2025-09-17	Class 2 Common Stock (107290)	Direct
2019-12-12	Stock Option (Right to Buy)	$2.5137	A	21458	Acquired	2025-09-17	Class 2 Common Stock (21458)	Direct
2019-12-12	Stock Option (Right to Buy)	$2.5137	A	107290	Acquired	2024-11-10	Class 2 Common Stock (107290)	Direct
2019-12-12	Stock Option (Right to Buy)	$1.2477	A	21458	Acquired	2024-11-10	Class 2 Common Stock (21458)	Direct
2019-12-12	Stock Option (Right to Buy)	$1.2477	A	107290	Acquired	2027-03-19	Class 2 Common Stock (107290)	Direct
2019-12-12	Stock Option (Right to Buy)	$4.818	A	107290	Acquired	2028-04-12	Class 2 Common Stock (107290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	42028	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: These shares were received exchange for (i) 687,083 shares of Target's Class 1 Common Stock, and (ii) 21,667 shares of Target's Class 2 Common Stock.

F3: Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC.

F4: These shares were received exchange for (i) 1,463,699 shares of Target's Series A Preferred Stock, (ii) 152,970 shares of Target's Series B Preferred Stock and (iii) 195,347 shares of Target's Series C Preferred Stock in connection with the Merger.

F5: Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.

F6: The Reporting Person is a member of M3 Ein Sof LLC and has sole voting and investment power with respect to the shares held by M3 Ein Sof LLC.

F7: The shares subject to this option are fully vested.

F8: Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $0.2052 per share.

F9: Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $0.2052 per share.

F10: Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $2.697 per share.

F11: Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $2.697 per share.

F12: Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $1.3387 per share.

F13: Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $1.3387 per share.

F14: Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $2.9217 per share.

F15: Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 3 Common Stock for $5.1692 per share.