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