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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-01	Class 2 Common Stock	M	46875	—	Acquired	4328668	Direct
2020-07-01	Class 2 Common Stock	F	18446	$7.01	Disposed	4310222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-01	Restricted Stock Units	$	M	46875	Disposed		Class 2 Common Stock (46875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	76414	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 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.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F5: 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 Commencement 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 Commencement Date.