Carl A. Merton - 12 May 2021 Form 4 Insider Report for Tilray, Inc. (TLRY)

Role: Chief Financial Officer
Signature: /s/ Carl A. Merton
Issuer symbol: TLRY
Transactions as of: 12 May 2021
Net transactions value: -$1,318,980
Form type: 4
Filing time: 14 May 2021, 20:26:43 UTC
Previous filing: 10 May 2021
Next filing: 18 May 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Class 2 Common Stock	Sale	$1,318,980	-89,000	-34%	$14.82^*	169,105	12 May 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares were sold to satisfy tax obligations of the reporting person incurred in connection with the closing of the plan of arrangement (the "Arrangement") between Tilray, Inc. and Aphria Inc. on April 30, 2021, pursuant to which each common share of Aphria Inc. was exchanged for 0.8381 of a share of Class 2 common stock of Tilray, Inc.. The Arrangement was considered a taxable event for Canadian shareholders of Aphria Inc.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from CAD $17.80 to CAD $18.10, inclusive. The reporting person undertakes to provide to Tilray, Inc. any security holder of Tilray, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1). The weighted average price reported above was converted from the Canadian weighted average price of CAD $17.9857 to USD using an exchange rate of CAD $1.2133=USD $1.00.

Content

The shares were sold to satisfy tax obligations of the reporting person incurred in connection with the closing of the plan of arrangement (the "Arrangement") between Tilray, Inc. and Aphria Inc. on April 30, 2021, pursuant to which each common share of Aphria Inc. was exchanged for 0.8381 of a share of Class 2 common stock of Tilray, Inc.. The Arrangement was considered a taxable event for Canadian shareholders of Aphria Inc.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from CAD $17.80 to CAD $18.10, inclusive. The reporting person undertakes to provide to Tilray, Inc. any security holder of Tilray, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1). The weighted average price reported above was converted from the Canadian weighted average price of CAD $17.9857 to USD using an exchange rate of CAD $1.2133=USD $1.00.