Irwin D. Simon - Aug 19, 2021 Form 4 Insider Report for Tilray, Inc. (TLRY)

Role
President and CEO, Director
Signature
/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D. Simon
Stock symbol
TLRY
Transactions as of
Aug 19, 2021
Transactions value $
-$3,117,682
Form type
4
Date filed
8/23/2021, 09:00 PM
Previous filing
Aug 16, 2021
Next filing
Jan 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TLRY Class 2 Common Stock Options Exercise +180K +38.09% 654K Aug 19, 2021 Direct F2
transaction TLRY Class 2 Common Stock Tax liability -$1.13M -89.5K -13.69% $12.68 564K Aug 19, 2021 Direct F1
transaction TLRY Class 2 Common Stock Options Exercise +72.7K +12.89% 637K Aug 19, 2021 Direct F2
transaction TLRY Class 2 Common Stock Tax liability -$458K -36.1K -5.67% $12.68 601K Aug 19, 2021 Direct F1
transaction TLRY Class 2 Common Stock Options Exercise +242K +40.34% 843K Aug 19, 2021 Direct F2
transaction TLRY Class 2 Common Stock Tax liability -$1.53M -120K -14.27% $12.68 723K Aug 19, 2021 Direct F1

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 Restricted Stock Units Options Exercise $0 -180K -100% $0.00* 0 Aug 19, 2021 Class 2 Common Stock 180K Direct F2, F3
transaction TLRY Restricted Stock Units Options Exercise $0 -72.7K -100% $0.00* 0 Aug 19, 2021 Class 2 Common Stock 72.7K Direct F2, F4, F6
transaction TLRY Restricted Stock Units Options Exercise $0 -242K -100% $0.00* 0 Aug 19, 2021 Class 2 Common Stock 242K Direct F2, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of installments of restricted stock units ("RSUs") granted to the reporting person on January 22, 2020 and August 12, 2020. None of these shares were sold in an open market transaction.
F2 RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.
F3 On August 12, 2020, the reporting person was granted 360,502 RSUs, with 50% vesting on August 12, 2021, and the remaining 50% scheduled to vest on August 12, 2022. On August 19, 2021, the Compensation Committee of Tilray's Board of Directors (the "Compensation Committee") accelerated the vesting of the remaining unvested RSUs.
F4 On January 22, 2020, the reporting person was granted 218,038 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs.
F5 On January 22, 2020, the reporting person was granted 726,794 RSUs, 33.33% of which vested on June 1, 2020; 33.33% of which vested on June 1, 2021; with the remaining 33.34% scheduled to vest on June 1, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs.
F6 The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 10 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 72,683 RSUs described in footnote 4, all such RSUs held by the reporting person were fully vested.
F7 The number of beneficially owned derivative securities in Column 9 has been adjusted to exclude 36 RSUs that were inadvertently overreported due to clerical error on the Form 4 filed by the reporting person on June 3, 2021. Following the August 19, 2021 vesting of the 242,277 RSUs described in footnote 5, all such RSUs held by the reporting person were fully vested.