SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SIMON IRWIN D
(Last) (First) (Middle)
C/O TILRAY, INC.
655 MADISON AVENUE, 19TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tilray, Inc. [ TLRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class 2 Common Stock 08/19/2021 M 180,251 A (2) 653,510 D
Class 2 Common Stock 08/19/2021 F 89,495(1) D $12.68 564,015 D
Class 2 Common Stock 08/19/2021 M 72,683 A (2) 636,698 D
Class 2 Common Stock 08/19/2021 F 36,088(1) D $12.68 600,610 D
Class 2 Common Stock 08/19/2021 M 242,277 A (2) 842,887 D
Class 2 Common Stock 08/19/2021 F 120,291(1) D $12.68 722,596 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 08/19/2021 M 180,251 (3) (3) Class 2 Common Stock 180,251 $0 0 D
Restricted Stock Units (2) 08/19/2021 M 72,683 (4) (4) Class 2 Common Stock 72,683 $0 0(6) D
Restricted Stock Units (2) 08/19/2021 M 242,277 (5) (5) Class 2 Common Stock 242,277 $0 0(7) D
Explanation of Responses:
1. 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.
2. RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D. Simon 08/23/2021
** Signature of Reporting Person Date
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