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