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Filing Details

Accession Number:: 0001209191-20-027373
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-05 21:13:09
Reporting Period:: 2020-05-01

Accepted Time:: 2020-05-05 21:13:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1731348	Tilray Inc.	TLRY	Medicinal Chemicals & Botanical Products (2833)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1746080	Michael Auerbach	1100 Maughan Road Nanaimo A1 V9X IJ2		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class 2 Common Stock	Acquisiton	2020-05-01	107,290	$0.19	588,306	No	4	M	Direct
Class 2 Common Stock	Acquisiton	2020-05-01	18,290	$0.19	606,596	No	4	M	Direct
Class 2 Common Stock	Disposition	2020-05-01	95,131	$7.38	511,465	No	4	S	Direct
Class 2 Common Stock	Disposition	2020-05-01	125,580	$7.38	385,885	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class 2 Common Stock	Stock Option (Right to Buy)	Disposition	2020-05-01	107,290	$0.00	107,290	$0.19
Class 2 Common Stock	Stock Option (Right to Buy)	Disposition	2020-05-01	18,290	$0.00	18,290	$0.19

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2024-06-17	No	4	M	Direct
3,168		2025-09-17	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class 2 Common Stock	7,891	Indirect	By: M3 Daat, LLC
Class 2 Common Stock	667,025	Indirect	By: Murphy Ofutt Common LLC
Class 2 Common Stock	1,705,342	Indirect	By: Murphy Ofutt LLC

Footnotes

The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The shares were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"). The shares were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0450 to $7.3817, 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.
The shares represent shares issued upon exercise of options, which options were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"), which were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.
The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.
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
The shares subject to this option are fully vested.