Statement of Changes in Beneficial Ownership (4)
July 06 2020 - 7:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Pastorius Edward Wood JR |
2. Issuer Name and Ticker or Trading Symbol
Tilray, Inc.
[
TLRY
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Revenue Officer |
(Last)
(First)
(Middle)
1100 MAUGHAN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
(Street)
NANAIMO, A1 V9X IJ2
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class 2 Common Stock | 7/1/2020 | | M | | 6250 | A | (1) | 101039 | D | |
Class 2 Common Stock | 7/1/2020 | | F | | 1812 (2) | D | $7.01 | 99227 | D | |
Class 2 Common Stock | 7/5/2020 | | M | | 4693 | A | $5.2754 | 103920 | D | |
Class 2 Common Stock | 7/5/2020 | | M | | 7822 | A | $3.1317 | 111742 | D | |
Class 2 Common Stock | | | | | | | | 49985 | I | By: Canna Enterprises, LLC (3) |
Class 2 Common Stock | | | | | | | | 41015 | I | By: WP Investment Remainder Trust (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (5) | 7/1/2020 | | M | | | 6250 | 7/1/2020 | (6) | Class 2 Common Stock | 6250 | $0.00 | 12500 | D | |
Stock Option (Right to Buy) | $5.2754 | 7/5/2020 | | M | | | 4693 | (7) | 4/13/2028 | Class 2 Common Stock | 4693 | $0.00 | 11400 | D | |
Stock Option (Right to Buy) | $3.1317 | 7/5/2020 | | M | | | 7822 | (8) | 3/30/2027 | Class 2 Common | 7822 | $0.00 | 5589 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") converted into one share of Class 2 Common Stock. |
(2) | Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU. |
(3) | The shares are held directly by Canna Enterprises, LLC. The Reporting Person is manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC. |
(4) | The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust. |
(5) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class 2 Common Stock. |
(6) | The remaining RSUs will vest quarterly at a rate of 6.25% of the total number of RSUs on each quarterly anniversary of January 1, 2017 (the "Vesting Date") 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 Date. |
(7) | 1/24th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/24th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer. |
(8) | 1/12th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/12th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pastorius Edward Wood JR 1100 MAUGHAN ROAD NANAIMO, A1 V9X IJ2 |
|
| Chief Revenue Officer |
|
Signatures
|
/s/ Edward Pastorius Jr. | | 7/6/2020 |
**Signature of Reporting Person | Date |
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Sep 2023 to Sep 2024