Tilray Brands, Inc. — Director's Dealing 2021

Aug 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2021-08-19

Reporting Person: SIMON IRWIN D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-19	Class 2 Common Stock	M	180251	—	Acquired	653510	Direct
2021-08-19	Class 2 Common Stock	F	89495	$12.68	Disposed	564015	Direct
2021-08-19	Class 2 Common Stock	M	72683	—	Acquired	636698	Direct
2021-08-19	Class 2 Common Stock	F	36088	$12.68	Disposed	600610	Direct
2021-08-19	Class 2 Common Stock	M	242277	—	Acquired	842887	Direct
2021-08-19	Class 2 Common Stock	F	120291	$12.68	Disposed	722596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-19	Restricted Stock Units	$	M	180251	Disposed		Class 2 Common Stock (180251)	Direct
2021-08-19	Restricted Stock Units	$	M	72683	Disposed		Class 2 Common Stock (72683)	Direct
2021-08-19	Restricted Stock Units	$	M	242277	Disposed		Class 2 Common Stock (242277)	Direct

Footnotes

F1: These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of installments of restricted stock units ("RSUs") granted to the reporting person on January 22, 2020 and August 12, 2020. None of these shares were sold in an open market transaction.

F2: RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.

F3: On August 12, 2020, the reporting person was granted 360,502 RSUs, with 50% vesting on August 12, 2021, and the remaining 50% scheduled to vest on August 12, 2022. On August 19, 2021, the Compensation Committee of Tilray's Board of Directors (the "Compensation Committee") accelerated the vesting of the remaining unvested RSUs.

F4: On January 22, 2020, the reporting person was granted 218,038 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs.

F5: On January 22, 2020, the reporting person was granted 726,794 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs.

F6: The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 10 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 72,683 RSUs described in footnote 4, all such RSUs held by the reporting person were fully vested.

F7: The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 36 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 242,277 RSUs described in footnote 5, all such RSUs held by the reporting person were fully vested.