Tilray Brands, Inc. — Director's Dealing 2020

Oct 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Class 2 Common Stock	M	6250	—	Acquired	117992	Direct
2020-10-01	Class 2 Common Stock	F	1812	$0.00	Disposed	116180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Restricted Stock Units	$	M	6250	Disposed		Class 2 Common Stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	49985	Indirect
Class 2 Common Stock	41015	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") converted into one share of the Issuer's
Class 2 Common Stock.

F2: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.

F3: The shares are held directly by Canna Enterprises, LLC. The Reporting Person is manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC.

F4: The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust.

F5: Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F6: 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 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 Date.