0001209191-19-060779.txt : 20191216 0001209191-19-060779.hdr.sgml : 20191216 20191216200026 ACCESSION NUMBER: 0001209191-19-060779 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: Kennedy Brendan CENTRAL INDEX KEY: 0001746070 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 191288402 MAIL ADDRESS: STREET 1: 1920 EASTLAKE AVENUE E. CITY: SEATTLE STATE: WA ZIP: 98105 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 0001746070 Kennedy Brendan 2701 EASTLAKE AVE E 3RD FLOOR SEATTLE WA 98102 1 1 0 0 President and CEO Class 2 Common Stock 2019-12-12 4 A 0 4510054 A 4663357 D Class 2 Common Stock 2019-12-12 4 A 0 1049825 A 1049825 I By: The Kennedy Family 2016 Irrevocable Trust UTD December 1, 2016 Class 2 Common Stock 2019-12-12 4 A 0 76414 A 76414 I By: Skyline & Mayfair LLC Class 1 Common Stock 0.00 2019-12-12 4 A 0 9369405 A Class 2 Common Stock 9369405 9369405 D Class 1 Common Stock 0.00 2019-12-12 4 A 0 158746 A Class 2 Common Stock 158746 158746 I By: Skyline & Mayfair LLC 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. The shares of Issuer's Class 1 Common Stock and Class 2 Common Stock were received exchange for 11,804,221 shares of Target's Class 1 Common Stock in connection with the Merger. These shares were received in exchange for 892,857 shares of Target's Class 1 Common Stock in connection with the Merger. The shares are held directly by The Kennedy Family 2016 Irrevocable Trust UTD December 1, 2016, which is a trust established for the benefit of the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares of Issuer's Class 1 Common Stock and Class 2 Common Stock were received in exchange for 200,000 shares of Target's Class 1 Common Stock in connection with the Merger. The Reporting Person is the sole member of Skyline & Mayfair LLC and has sole voting and investment power with respect to the shares held by Skyline & Mayfair LLC. Each share of Issuer's Class 1 Common Stock is convertible at any time at the option of the holder into one fully paid and nonassessable share of Issuer's Class 2 Common Stock. In addition, each share of Issuer's Class 1 Common Stock will automatically convert into one share of Issuer's Class 2 Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes. /s/ Alan Hambelton, Attorney-in-fact 2019-12-16