0001140361-21-025934.txt : 20210728 0001140361-21-025934.hdr.sgml : 20210728 20210728211217 ACCESSION NUMBER: 0001140361-21-025934 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210726 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gendel Mitchell CENTRAL INDEX KEY: 0001313565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 211124500 MAIL ADDRESS: STREET 1: EMERALD HOLDING, INC. STREET 2: 100 BROADWAY, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tilray, Inc. CENTRAL INDEX KEY: 0001731348 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 824310622 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 519.322.8800 MAIL ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 4 1 form4.xml FORM 4 X0306 4 2021-07-26 0001731348 Tilray, Inc. TLRY 0001313565 Gendel Mitchell C/O TILRAY, INC. 655 MADISON AVENUE, 19TH FLOOR NEW YORK NY 10065 true Global General Counsel Performance-Based Restricted Stock Units 2021-07-26 4 A 0 48662 0 A Class 2 Common Stock 48662 48662 D Restricted Stock Units 2021-07-26 4 A 0 48661 0 A Class 2 Common Stock 48661 48661 D Performance-Based Restricted Stock Units 2021-07-26 4 A 0 48662 0 A Class 2 Common Stock 48662 48662 D Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Tilray, Inc. Class 2 Common Stock. 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. 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. 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. /s/ Mitchell Gendel 2021-07-28