Tilray Brands, Inc. — Director's Dealing 2019

Apr 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2019-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-01	Class 2 Common Stock	M	43750	$7.76	Acquired	58455	Direct
2019-04-01	Class 2 Common Stock	S	34088	$63.0777	Disposed	24367	Direct
2019-04-01	Class 2 Common Stock	S	6600	$64.137	Disposed	17767	Direct
2019-04-01	Class 2 Common Stock	S	3062	$64.80	Disposed	14705	Direct
2019-04-01	Class 2 Common Stock	M	6250	—	Acquired	20955	Direct
2019-04-02	Class 2 Common Stock	S	2807	$63.7809	Disposed	18148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-01	Stock Option (Right to Buy)	$7.76	M	43750	Disposed	2028-05-20	Class 2 Common Stock (43750)	Direct
2019-04-01	Restricted Stock Units	$	M	6250	Disposed		Class 2 Common Stock (6250)	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 $62.80 to $63.79, 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 $63.80 to $64.74, 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 4 to this Form 4.

F5: Each restricted stock unit converted into one share of Class 2 Common Stock.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.50 to $64.40, 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 6 to this Form 4.

F7: The shares 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.

F8: The remaining RSUs will vest quarterly at a rate of 6.25% of the total number of RSUs on each quarterly anniversary of January 1, 2017 (the "Vesting Commencement Date") 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.