0001209191-20-027373.txt : 20200505
0001209191-20-027373.hdr.sgml : 20200505
20200505211309
ACCESSION NUMBER: 0001209191-20-027373
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200501
FILED AS OF DATE: 20200505
DATE AS OF CHANGE: 20200505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Auerbach Michael
CENTRAL INDEX KEY: 0001746080
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38594
FILM NUMBER: 20850892
MAIL ADDRESS:
STREET 1: 158 HESTER STREET
STREET 2: APT 7F
CITY: NEW YORK
STATE: NY
ZIP: 10013
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tilray, Inc.
CENTRAL INDEX KEY: 0001731348
STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1100 MAUGHAN ROAD
CITY: NANAIMO
STATE: A1
ZIP: V9X 1J2
BUSINESS PHONE: 2064329325
MAIL ADDRESS:
STREET 1: 1100 MAUGHAN ROAD
CITY: NANAIMO
STATE: A1
ZIP: V9X 1J2
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-05-01
0
0001731348
Tilray, Inc.
TLRY
0001746080
Auerbach Michael
1100 MAUGHAN ROAD
NANAIMO
A1
V9X IJ2
BRITISH COLUMBIA, CANADA
1
0
0
0
Class 2 Common Stock
2020-05-01
4
M
0
107290
0.1913
A
588306
D
Class 2 Common Stock
2020-05-01
4
M
0
18290
0.1913
A
606596
D
Class 2 Common Stock
2020-05-01
4
S
0
95131
7.3817
D
511465
D
Class 2 Common Stock
2020-05-01
4
S
0
125580
7.3817
D
385885
D
Class 2 Common Stock
7891
I
By: M3 Daat, LLC
Class 2 Common Stock
667025
I
By: Murphy Ofutt Common LLC
Class 2 Common Stock
1705342
I
By: Murphy Ofutt LLC
Stock Option (Right to Buy)
0.1913
2020-05-01
4
M
0
107290
0.00
D
2024-06-17
Class 2 Common Stock
107290
0
D
Stock Option (Right to Buy)
0.1913
2020-05-01
4
M
0
18290
0.00
D
2025-09-17
Class 2 Common Stock
18290
3168
D
The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The shares were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"). The shares were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0450 to $7.3817, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4.
The shares represent shares issued upon exercise of options, which options were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"), which were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.
The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.
Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC
The shares subject to this option are fully vested.
/s/ Sandra Dennis, Attorney-in-fact
2020-05-05