James R. Meiers - Jul 26, 2021 Form 4 Insider Report for Tilray, Inc. (TLRY)

Role: Head of Canada
Signature: /s/ Carl A. Merton, as Attorney-in-Fact for James R. Meiers
Stock symbol: TLRY
Transactions as of: Jul 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/28/2021, 09:18 PM
Previous filing: Jun 7, 2021
Next filing: Aug 16, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLRY	Performance-Based Restricted Stock Units	Award	$0	+48.7K		$0.00	48.7K	Jul 26, 2021	Class 2 Common Stock	48.7K		Direct	F1, F2
transaction	TLRY	Restricted Stock Units	Award	$0	+48.7K		$0.00	48.7K	Jul 26, 2021	Class 2 Common Stock	48.7K		Direct	F1, F3
transaction	TLRY	Performance-Based Restricted Stock Units	Award	$0	+48.7K		$0.00	48.7K	Jul 26, 2021	Class 2 Common Stock	48.7K		Direct	F1, F4
transaction	TLRY	Restricted Stock Units	Award	$0	+26.7K		$0.00	26.7K	Jul 26, 2021	Class 2 Common Stock	26.7K		Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Tilray, Inc. Class 2 Common Stock.
F2	Subject to the reporting person's satisfaction of continued employment conditions and accelerated vesting in certain circumstances, the performance-based restricted stock units ("PSUs") will be eligible to vest in certain percentages ranging from 0% to 250% based on the stock price appreciation of (i) the highest 30-day volume weighted average stock price of Tilray, Inc.'s Class 2 Common Stock ("VWAP") during the three-year performance period (beginning on the grant date) relative to (ii) the VWAP over the 30-day period from May 1 to May 30, 2021, with appreciation targets ranging from 0% to 125%. No PSUs will be eligible to vest if the threshold appreciation target (25%) is not achieved, and if the actual stock price appreciation falls in between any of the appreciation targets, the amount of PSUs eligible to vest will be determined by linear interpolation.
F3	Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest in three (3) equal annual installments, commencing on June 1, 2022, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.
F4	Subject to the reporting person's continuous employment (except under certain limited circumstances) through the vesting date, each PSU represents the right to receive, following vesting, one (1) share of Tilray, Inc. Class 2 Common Stock. The resulting number of shares of Class 2 Common Stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance parameters relating to the achievement of Tilray, Inc.'s synergy goals resulting from the integration of Aphria, Inc., as approved by Tilray, Inc.'s Compensation Committee, over a three (3) year performance period from the grant date until July 27, 2024, with 50% of the PSUs vesting first (1st) anniversary of the grant date, and 25% vesting on each of the second (2nd) and (3rd) anniversary of the grant date.
F5	Subject to the reporting person's continuous employment through the vesting date, except in certain circumstances, the RSUs shall vest 50% on the first (1st) anniversary of the grant date and 50% on the second (2nd) anniversary of the grant date. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.