Statement of Changes in Beneficial Ownership (4)
September 30 2020 - 5:51PM
Edgar (US Regulatory)
FORM 4
[X]
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Greenwood Maryscott |
2. Issuer Name and Ticker or Trading Symbol
Tilray, Inc.
[
TLRY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1100 MAUGHAN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2020 |
(Street)
NANAIMO, A1 V9X IJ2
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class 2 Common Stock | 9/30/2020 | | M | | 15313 | A | (1) | 31704 | D | |
Class 2 Common Stock | 9/30/2020 | | M | | 15383 | A | (1) | 47087 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (2) | 9/30/2020 | | A | | | 15313 | 9/30/2020 (3)(4) | (3)(4) | Class 2 Common Stock | 15313 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 9/30/2020 | | A | | | 15383 | 9/30/2020 (5)(6) | (5)(6) | Class 2 Common Stock | 15383 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") converted into one share of Class 2 Common Stock. |
(2) | Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock. |
(3) | The RSUs shall vest at the rate of 25% of the RSUs on the twelve (12) month anniversary of June 1, 2018 (the "Vesting 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 Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Issuer'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. |
(4) | Pursuant to a Separation Agreement, dated August 6, 2020, between the Issuer and the Reporting Person, effective as of September 30, 2020, all unvested shares subject to the RSU vested. |
(5) | The RSUs shall vest in full upon the earlier of (1) the date of the 2021 Annual Meeting of Stockholders of the Issuer and (2) the one-year anniversary of May 28, 2020 so long as the Reporting Person remains in Continuous Service (as defined in the Issuer's 2018 Equity Incentive Plan), through such vesting date. |
(6) | Pursuant to a Separation Agreement, dated August 6, 2020, between the Issuer and the Reporting Person, (1) 10,989 shares subject to the RSU were forfeited for no consideration on August 6, 2020, and (2) 15,383 shares subject to the RSU vested as of September 30, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Greenwood Maryscott 1100 MAUGHAN ROAD NANAIMO, A1 V9X IJ2 | X |
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Signatures
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/s/ Alan Hambelton, Attorney-in-fact | | 9/30/2020 |
**Signature of Reporting Person | Date |
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