Tilray Brands, Inc. — Director's Dealing 2020

Oct 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-09-30

Reporting Person: Kennedy Brendan (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class 2 Common Stock	C	8252161	—	Acquired	11829627	Direct
2020-09-30	Class 2 Common Stock	C	158746	—	Acquired	235160	Indirect
2020-10-01	Class 2 Common Stock	M	46875	—	Acquired	11876502	Direct
2020-10-01	Class 2 Common Stock	F	11415	—	Disposed	11865087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Class 1 Common Stock	$	C	8252161	Disposed		Class 2 Common Stock (8252161)	Direct
2020-09-30	Class 1 Common Stock	$	C	158746	Disposed		Class 2 Common Stock (158746)	Indirect
2020-10-01	Restricted Stock Units	$	M	46875	Disposed		Class 2 Common Stock (46875)	Direct

Footnotes

F1: Each share of Class 1 Common Stock automatically converted into one share of Class 2 Common Stock in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation.

F2: The Reporting Person is the sole member of Skyline & Mayfair LLC and has sole voting and investment power with respect to the shares held by Skyline & Mayfair LLC.

F3: Each restricted stock unit ("RSU") converted into one share of the Issuer's Class 2 Common Stock.

F4: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.

F5: Each share of Issuer's Class 1 Common Stock is convertible at any time at the option of the holder into one fully paid and nonassessable share of Issuer's Class 2 Common Stock. In addition, each share of Issuer's Class 1 Common Stock will automatically convert into one share of Issuer's Class 2 Common Stock upon (1) any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes, or (2) such time as the total number of outstanding shares of Class 1 Common Stock of the Issuer is less than 10% of the combined total of all outstanding Class 1 Common Stock and Class 2 Common Stock of the Issuer.

F6: Not applicable.

F7: Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F8: The remaining number of shares subject to the RSU vests 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.