Tilray Brands, Inc. — Director's Dealing 2020

Aug 6, 2020

SEC Form 4/A — Form 4/A

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-06-05

Reporting Person: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-05	Class 2 Common Stock	J	538706	$0.00	Disposed	1166634	Indirect
2020-06-05	Class 2 Common Stock	J	57160	$0.00	Acquired	65051	Indirect
2020-06-05	Class 2 Common Stock	J	210710	$0.00	Disposed	456315	Indirect
2020-06-05	Class 2 Common Stock	J	10475	$0.00	Acquired	75526	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	42028	Indirect

Footnotes

F1: Murphy Ofutt, LLC made a pro rata distribution for no consideration of 538,706 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on June 5, 2020.

F2: On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported the number of shares of Class 2 Common Stock of the Issuer ("Common Stock") beneficially owned by Murphy Offutt LLC following the Reported Transaction. In fact, the Reporting Person indirectly holds 1,166,634 shares of Common Stock through Murphy Offutt LLC.

F3: Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.

F4: Mr. Auerbach retained interest in 57,159 of the Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.

F5: On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported one less share of Common Stock held by M3 Daat, LLC as a result of a rounding error. The Reporting Person retains interest in 57,160 shares of Common Stock through M3 Daat, LLC in which the Reporting Person is a member and has sole voting and investment power.

F6: On June 9, 2020, an error in the number of shares of Common Stock reported in Column 4 held by M3 Daat, LLC resulted in an incorrect number of shares reported in Column 5. The correct number of shares is 65,051.

F7: The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.

F8: Murphy Ofutt Common LLC made a pro rata distribution for no consideration of 210,710 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on June 5, 2020.

F9: On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported the number of shares of Common Stock beneficially owned by Murphy Offutt Common LLC following the Reported Transaction. In fact, the Reporting Person indirectly holds 456,315 shares of Common Stock through Murphy Offutt Common LLC.

F10: Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC

F11: Mr. Auerbach retained interest in 10,475 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach has sole voting and investment power.

F12: On June 9, 2020 and July 1, 2020, an error in the number of shares of Common Stock reported in Column 4 held by M3 Daat, LLC on June 9, 2020 resulted in an incorrect number of shares reported in Column 5. The correct number of shares is 75,526.

F13: On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which inadvertently omitted the shares of Common Stock held by M3 Ein Sof LLC.

F14: The Reporting Person is a member of M3 Ein Sof LLC and has sole voting and investment power with respect to the shares held by M3 Ein Sof LLC.