Tilray Brands, Inc. — Director's Dealing 2020

Jul 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-07-01

Reporting Person: Pastorius Edward Wood JR (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-01	Class 2 Common Stock	M	6250	—	Acquired	101039	Direct
2020-07-01	Class 2 Common Stock	F	1812	$7.01	Disposed	99227	Direct
2020-07-05	Class 2 Common Stock	M	4693	$5.2754	Acquired	103920	Direct
2020-07-05	Class 2 Common Stock	M	7822	$3.1317	Acquired	111742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-01	Restricted Stock Units	$	M	6250	Disposed		Class 2 Common Stock (6250)	Direct
2020-07-05	Stock Option (Right to Buy)	$5.2754	M	4693	Disposed	2028-04-13	Class 2 Common Stock (4693)	Direct
2020-07-05	Stock Option (Right to Buy)	$3.1317	M	7822	Disposed	2027-03-30	Class 2 Common (7822)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	49985	Indirect
Class 2 Common Stock	41015	Indirect

Footnotes

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

F2: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.

F3: The shares are held directly by Canna Enterprises, LLC. The Reporting Person is manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC.

F4: The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust.

F5: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F6: The remaining RSUs will vest quarterly at a rate of 6.25% of the total number of RSUs on each quarterly anniversary of January 1, 2017 (the "Vesting 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 Date.

F7: 1/24th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/24th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.

F8: 1/12th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/12th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.