Tilray Brands, Inc. — Director's Dealing 2020

Sep 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-09-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-22	Class 2 Common Stock	C	500000	—	Disposed	4077466	Direct
2020-09-22	Class 2 Common Stock	S	500000	$5.1341	Disposed	3577466	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-22	Class 1 Common Stock	$	C	500000	Disposed		Class 2 Common Stock (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	76414	Indirect

Footnotes

F1: Each share of Class 1 Common Stock is convertible at any time at the option of the holder into one share of Class 2 Common Stock.

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 $4.86 to $5.54, 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 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.

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 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.

F6: Not applicable.