Statement of Changes in Beneficial Ownership (4)
September 22 2020 - 6:20PM
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
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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
*
Pucher Andrew |
2. Issuer Name and Ticker or Trading Symbol
Tilray, Inc.
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TLRY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Corporate Dev Officer |
(Last)
(First)
(Middle)
49 SPADINA AVENUE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/18/2020 |
(Street)
TORONTO, A6 M4V 3E3
(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 | 9/18/2020 | | M | | 7497 | A | (1) | 24937 | D | |
Class 2 Common Stock | 6/18/2020 | | F | | 1731 (2) | D | $0.00 | 23206 | 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 | (1) | 9/18/2020 | | M | | | 7497 | 9/18/2020 | (3) | Class 2 Common Stock | 7497 | $0.00 | 44982 | 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 RSUs shall vest at the rate of 33.36% of the RSUs on the twelve (12) month anniversary of March 18, 2019 (the "Vesting Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 8.33% 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 Company's 2018 Equity Incentive Plan), such that the total number of RSUs shall be fully vested on the three-year anniversary of the Vesting Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pucher Andrew 49 SPADINA AVENUE, SUITE 200 TORONTO, A6 M4V 3E3 |
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| Chief Corporate Dev Officer |
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Signatures
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/s/ Andrew Pucher | | 9/22/2020 |
**Signature of Reporting Person | Date |
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