Tilray Brands, Inc. — Director's Dealing 2020

Jan 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-01-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-13	Class 2 Common Stock	S	29593	$15.5207	Disposed	4666740	Direct
2020-01-13	Class 2 Common Stock	S	67113	$16.7381	Disposed	4599627	Direct
2020-01-13	Class 2 Common Stock	S	3294	$17.3412	Disposed	4596333	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	1049825	Indirect
Class 2 Common Stock	76414	Indirect

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.2650 to $16.2550, 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 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.27 to $17.22, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.2850 to $17.37, 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 4 to this Form 4.

F5: The shares are held directly by The Kennedy Family 2016 Irrevocable Trust UTD December 1, 2016, which is a trust established for the benefit of the Reporting Person's minor children. The Reporting Person declaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F6: 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.