Tilray Brands, Inc. — Director's Dealing 2019

Dec 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2019-12-02

Reporting Person: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-02	Class 2 Common Stock	M	18750	$7.76	Acquired	31875	Direct
2019-12-02	Class 2 Common Stock	S	31875	$19.0508	Disposed	0	Direct
2019-12-02	Class 2 Common Stock	S	7537	$19.0508	Disposed	42928	Indirect
2019-12-02	Class 2 Common Stock	S	900	$19.8144	Disposed	42028	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-02	Stock Option (Right to Buy)	$7.76	M	18750	Disposed	2028-05-20	Class 2 Common STock (18750)	Direct

Footnotes

F1: The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.75 to $19.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.75 to $19.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 4 to this Form 4.

F5: The shares vest at the rate of 25% of the shares on the twelve (12) month anniversary of April 1, 2018 (the "Vest Date"), and the remaining shares will vest quarterly thereafter at the rate of 6.25% of the total number of shares on each quarterly anniversary of the Vesting 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 Date.