Tilray Brands, Inc. — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2019-02-25

Reporting Person: CASTANEDA MARK (CFO, Secretary, Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-25	Class 2 Common Stock	M	40000	$7.76	Acquired	48205	Direct
2019-02-25	Class 2 Common Stock	S	30903	$77.8899	Disposed	17302	Direct
2019-02-25	Class 2 Common Stock	S	8197	$78.6847	Disposed	9105	Direct
2019-02-25	Class 2 Common Stock	S	900	$79.38	Disposed	8205	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-25	Stock Option (Right to Buy)	$7.76	M	40000	Disposed	2028-05-20	Class 2 Common Stock (40000)	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 $77.35 to $78.34, 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 $78.35 to $79.30, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.36 to $79.48, 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 5 to this Form 4.

F6: The shares vest at a rate of 50% of the total shares on July 18, 2018 (the "Vesting Date"), with the remaining 50% of the total shares vesting upon the one-year anniversary of the Vesting Date, provided that the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan) until such date.