0001209191-19-060777.txt : 20191216
0001209191-19-060777.hdr.sgml : 20191216
20191216195802
ACCESSION NUMBER: 0001209191-19-060777
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191212
FILED AS OF DATE: 20191216
DATE AS OF CHANGE: 20191216
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: 191288400
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
2019-12-12
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
2019-12-12
4
A
0
476641
A
476641
D
Class 2 Common Stock
2019-12-12
4
A
0
833351
A
833351
I
By: Murphy Ofutt Common, LLC
Class 2 Common Stock
2019-12-12
4
A
0
2130577
A
2130577
I
By: Murphy Ofutt, LLC
Class 2 Common Stock
42028
I
By: M3 Ein Sof LLC
Stock Option (Right to Buy)
0.1913
2019-12-12
4
A
0
21458
A
2024-06-17
Class 2 Common Stock
21458
21458
D
Stock Option (Right to Buy)
0.1913
2019-12-12
4
A
0
107290
A
2024-06-17
Class 2 Common Stock
107290
107290
D
Stock Option (Right to Buy)
2.5137
2019-12-12
4
A
0
107290
A
2025-09-17
Class 2 Common Stock
107290
107290
D
Stock Option (Right to Buy)
2.5137
2019-12-12
4
A
0
21458
A
2025-09-17
Class 2 Common Stock
21458
21458
D
Stock Option (Right to Buy)
2.5137
2019-12-12
4
A
0
107290
A
2024-11-10
Class 2 Common Stock
107290
107290
D
Stock Option (Right to Buy)
1.2477
2019-12-12
4
A
0
21458
A
2024-11-10
Class 2 Common Stock
21458
21458
D
Stock Option (Right to Buy)
1.2477
2019-12-12
4
A
0
107290
A
2027-03-19
Class 2 Common Stock
107290
107290
D
Stock Option (Right to Buy)
4.818
2019-12-12
4
A
0
107290
A
2028-04-12
Class 2 Common Stock
107290
107290
D
On September 9, 2019, the Issuer entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Privateer Holdings, Inc. ("Target"), Down River Merger Sub, LLC, a wholly owned subsidiary of the Issuer (the "Subsidiary"), and Michael Blue, as the Stockholder Representative. On December 12, 2019 (the "Effective Time"), Target merged with and into the Subsidiary.
These shares were received exchange for (i) 687,083 shares of Target's Class 1 Common Stock, and (ii) 21,667 shares of Target's Class 2 Common Stock.
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.
These shares were received exchange for (i) 1,463,699 shares of Target's Series A Preferred Stock, (ii) 152,970 shares of Target's Series B Preferred Stock and (iii) 195,347 shares of Target's Series C Preferred Stock in connection with the Merger.
Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.
The Reporting Person is a member of M3 Ein Sof LLC and has sole voting and investment power with respect to the shares held by M3 Ein Sof LLC.
The shares subject to this option are fully vested.
Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $0.2052 per share.
Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $0.2052 per share.
Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $2.697 per share.
Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $2.697 per share.
Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $1.3387 per share.
Received in the Merger in exchange for a stock option to acquire 20,000 shares of Target's Class 1 Common Stock for $1.3387 per share.
Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 1 Common Stock for $2.9217 per share.
Received in the Merger in exchange for a stock option to acquire 100,000 shares of Target's Class 3 Common Stock for $5.1692 per share.
/s/ Alan Hambelton, Attorney-in-fact
2019-12-16