Tilray Brands, Inc. — Director's Dealing 2020

Apr 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-04-01

Reporting Person: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Class 2 Common Stock	M	2188	—	Acquired	481016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Restricted Stock Units	$	M	2188	Disposed		Class 2 Common Stock (2188)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	42028	Indirect
Class 2 Common Stock	833351	Indirect
Class 2 Common Stock	2130577	Indirect

Footnotes

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

F2: 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.

F3: 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

F4: Mr. Auerbach serves as General Partner of Murphy Ofutt Tilray, LLC and has sole voting and investment power with respect to the shares held by Murphy Ofutt Tilray, LLC.

F5: The RSUs shall vest at the rate of 25% of the RSUs on the twelve (12) month anniversary of April 1, 2018 (the "Vesting Commencement Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 6.25% of the total number of RSUs on each quarterly anniversary of the Vesting Commencement Date thereafter 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.