Sec Form 4 Filing - Auerbach Michael @ Tilray, Inc. - 2020-05-01

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 Auerbach Michael 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1100 MAUGHAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2020 (Street) NANAIMO, A1V9X IJ2 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 05/01/2020 M 107,290 ( 1 ) A $ 0.1913 588,306 D Class 2 Common Stock 05/01/2020 M 18,290 ( 1 ) A $ 0.1913 606,596 D Class 2 Common Stock 05/01/2020 S 95,131 ( 2 ) ( 3 ) D $ 7.3817 ( 4 ) 511,465 D Class 2 Common Stock 05/01/2020 S 125,580 ( 2 ) ( 5 ) D $ 7.3817 ( 4 ) 385,885 D Class 2 Common Stock 7,891 I By: M3 Daat, LLC Class 2 Common Stock 667,025 I By: Murphy Ofutt Common LLC ( 6 ) Class 2 Common Stock 1,705,342 I By: Murphy Ofutt LLC ( 7 )

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 Stock Option (Right to Buy) $ 0.1913 05/01/2020 M 107,290 ( 8 ) 06/17/2024 Class 2 Common Stock 107,290 $ 0 0 D Stock Option (Right to Buy) $ 0.1913 05/01/2020 M 18,290 ( 8 ) 09/17/2025 Class 2 Common Stock 18,290 $ 0 3,168 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Auerbach Michael 1100 MAUGHAN ROAD NANAIMO, A1V9X IJ2 X Signatures /s/ Sandra Dennis, Attorney-in-fact 05/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. ( 3 )The shares were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"). The shares were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0450 to $7.3817, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4. ( 5 )The shares represent shares issued upon exercise of options, which options were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"), which were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray. ( 6 )The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC. ( 7 )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 ( 8 )The shares subject to this option are fully vested.

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).

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