Carl A. Merton - Aug 19, 2021 Form 4 Insider Report for Tilray, Inc. (TLRY)

Role: Chief Financial Officer
Signature: /s/ Carl A. Merton
Stock symbol: TLRY
Transactions as of: Aug 19, 2021
Transactions value $: -$637,132
Form type: 4
Date filed: 8/23/2021, 09:00 PM
Previous filing: Jul 28, 2021
Next filing: Jun 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Class 2 Common Stock	Options Exercise		+96.6K	+55.59%		270K	Aug 19, 2021	Direct	F2
transaction	TLRY	Class 2 Common Stock	Tax liability	-$637K	-50.2K	-18.58%	$12.68	220K	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	-96.6K	-100%	$0.00^*	0	Aug 19, 2021	Class 2 Common Stock	96.6K		Direct	F2, F3

* 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 an installment of restricted stock units ("RSUs") granted to the reporting person on 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 96,628 RSUs, 50% of which were scheduled to vest on August 12, 2021, with the remaining 50% scheduled to vest on August 12, 2022. On August 19, 2021, the Compensation Committee of Tilray's Board of Directors accelerated the vesting of the remaining unvested RSUs.