Sec Form 4 Filing - Kennedy Brendan @ Tilray, Inc. - 2019-12-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kennedy Brendan 2. Issuer Name and Ticker or Trading Symbol Tilray, Inc. [ TLRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2701 EASTLAKE AVE E, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2019 (Street) SEATTLE, WA98102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class 2 Common Stock 12/12/2019( 1 ) A 4,510,054 A 4,663,357 D Class 2 Common Stock 12/12/2019( 1 ) A 1,049,825 A 1,049,825 I By: The Kennedy Family 2016 Irrevocable Trust UTD December 1, 2016 ( 4 ) Class 2 Common Stock 12/12/2019( 1 ) A 76,414 A 76,414 I By: Skyline & Mayfair LLC ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class 1 Common Stock $ 0 12/12/2019( 1 ) A 9,369,405 ( 7 ) ( 7 ) Class 2 Common Stock 9,369,405 ( 2 ) ( 7 ) 9,369,405 D Class 1 Common Stock $ 0 12/12/2019( 1 ) A 158,746 ( 7 ) ( 7 ) Class 2 Common Stock 158,746 ( 5 ) ( 7 ) 158,746 I By: Skyline & Mayfair LLC ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Brendan 2701 EASTLAKE AVE E 3RD FLOOR SEATTLE, WA98102 X President and CEO Signatures /s/ Alan Hambelton, Attorney-in-fact 12/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )These shares were received in exchange for 892,857 shares of Target's Class 1 Common Stock in connection with the Merger. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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