Tilray Brands, Inc. — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-05-28

Reporting Person: St.Clare Christine (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-28	Class 2 Common Stock	M	7371	—	Acquired	18683	Direct
2020-06-01	Class 2 Common Stock	M	2188	—	Acquired	20871	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-28	Restricted Stock Units	$	M	7371	Disposed		Class 2 Common Stock (7371)	Direct
2020-06-01	Restricted Stock Units	$	M	2188	Disposed		Class 2 Common Stock (2188)	Direct

Footnotes

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

F2: The RSUs shall vest in full upon the earlier of (1) the date of the 2020 Annual Meeting of Stockholders of the Issuer (which occurred on May 28, 2020), and (2) the one-year anniversary of June 1, 2019 so long as the Reporting Person remains in Continuous Service (as defined in the Issuer's 2018 Equity Incentive Plan), through such vesting date.

F3: The RSUs shall vest at the rate of 25% of the RSUs on the twelve (12) month anniversary of June 1, 2018 (the "Vesting Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 6.25% of the total number of the RSUs on each quarterly anniversary of the Vesting Date for so long as the Reporting Person remains in Continuous Service (as defined in the Issuer'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.