Tilray Brands, Inc. — Director's Dealing 2020

Sep 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Greenwood Maryscott (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class 2 Common Stock	M	15313	—	Acquired	31704	Direct
2020-09-30	Class 2 Common Stock	M	15383	—	Acquired	47087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Restricted Stock Units	$	A	15313	Disposed		Class 2 Common Stock (15313)	Direct
2020-09-30	Restricted Stock Units	$	A	15383	Disposed		Class 2 Common Stock (15383)	Direct

Footnotes

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

F2: Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F3: The RSUs shall vest at the rate of 25% of the RSUs on the twelve (12) month anniversary of June 1, 2018 (the "Vesting Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 6.25% of the total number of RSUs on each quarterly anniversary of the Vesting Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Issuer'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.

F4: Pursuant to a Separation Agreement, dated August 6, 2020, between the Issuer and the Reporting Person, effective as of September 30, 2020, all unvested shares subject to the RSU vested.

F5: The RSUs shall vest in full upon the earlier of (1) the date of the 2021 Annual Meeting of Stockholders of the Issuer and (2) the one-year anniversary of May 28, 2020 so long as the Reporting Person remains in Continuous Service (as defined in the Issuer's 2018 Equity Incentive Plan), through such vesting date.

F6: Pursuant to a Separation Agreement, dated August 6, 2020, between the Issuer and the Reporting Person, (1) 10,989 shares subject to the RSU were forfeited for no consideration on August 6, 2020, and (2) 15,383 shares subject to the RSU vested as of September 30, 2020.