0001209191-19-060782.txt : 20191216
0001209191-19-060782.hdr.sgml : 20191216
20191216200303
ACCESSION NUMBER: 0001209191-19-060782
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: Pastorius Edward Wood JR
CENTRAL INDEX KEY: 0001746057
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38594
FILM NUMBER: 191288406
MAIL ADDRESS:
STREET 1: 530 CORONADO DRIVE
CITY: SEDALIA
STATE: CO
ZIP: 80135
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
0001746057
Pastorius Edward Wood JR
1100 MAUGHAN ROAD
NANAIMO
A1
V9X IJ2
BRITISH COLUMBIA, CANADA
0
1
0
0
Chief Revenue Officer
Class 2 Common Stock
2019-12-12
4
A
0
61729
A
84424
D
Class 2 Common Stock
2019-12-12
4
A
0
49985
A
49985
I
By: Canna Enterprises, LLC
Class 2 Common Stock
2019-12-12
4
A
0
41015
A
41015
I
By: WP Investment Remainder Trust
Stock Option (Right to Buy)
3.1317
2019-12-12
4
A
0
13411
A
2027-03-30
Class 2 Common Stock
13411
13411
D
Stock Option (Right to Buy)
5.2754
2019-12-12
4
A
0
16093
A
2028-04-13
Class 2 Common Stock
15000
16093
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 in exchange for (i) 37,500 shares of Target's Class 1 Common Stock and (ii) 15,000 shares of Target's Class 3 Common Stock in connection with the Merger.
These shares were received in exchange for 42,512 shares of Target's Series C Preferred Stock in connection with the Merger.
The shares are held directly by Canna Enterprises, LLC. The Reporting Person is a manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC.
These shares were received in exchange for 34,883 shares of Target's Series C Preferred Stock in connection with the Merger.
The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust.
1/12th of the shares subject to the option become vested and exercisable on December 14, 2019 and 1/12th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.
Received in the Merger in exchange for a stock option to acquire 12,500 shares of Target's Class 1 Common Stock for $3.36 per share.
1/24th of the shares subject to the option become vested and exercisable on December 14, 2019 and 1/24th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.
Received in the Merger in exchange for a stock option to acquire 15,000 shares of Target's Class 3 Common Stock for $5.66 per share.
/s/ Alan Hambelton, Attorney-in-fact
2019-12-16