Tilray Brands, Inc. — Director's Dealing 2020

Aug 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-08-03

Reporting Person: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-03	Class 2 Common Stock	M	3168	$0.1913	Acquired	398611	Direct
2020-08-03	Class 2 Common Stock	M	107290	$1.2477	Acquired	505901	Direct
2020-08-03	Class 2 Common Stock	M	21458	$1.2477	Acquired	527359	Direct
2020-08-03	Class 2 Common Stock	M	21458	$2.5137	Acquired	548817	Direct
2020-08-03	Class 2 Common Stock	M	5717	$2.5137	Acquired	554534	Direct
2020-08-03	Class 2 Common Stock	S	279608	$7.2751	Disposed	274926	Direct
2020-08-03	Class 2 Common Stock	S	75526	$7.2746	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-03	Stock Option (Right to Buy)	$0.1913	M	3168	Disposed	2024-06-17	Class 2 Common Stock (3168)	Direct
2020-08-03	Stock Option (Right to Buy)	$1.2477	M	107290	Disposed	2024-11-10	Class 2 Common Stock (107290)	Direct
2020-08-03	Stock Option (Right to Buy)	$1.2477	M	21458	Disposed	2024-11-10	Class 2 Common Stock (21458)	Direct
2020-08-03	Stock Option (Right to Buy)	$2.5137	M	21458	Disposed	2025-09-17	Class 2 Common Stock (21458)	Direct
2020-08-03	Stock Option (Right to Buy)	$2.5137	M	5717	Disposed	2025-09-17	Class 2 Common (5717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	456315	Indirect
Class 2 Common Stock	1166634	Indirect
Class 2 Common Stock	42028	Indirect

Footnotes

F1: The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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 $7.11 to $7.54, 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 a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.

F5: 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

F6: 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

F7: Mr. Auerbach 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.

F8: The shares subject to this option are fully vested.