Statement of Changes in Beneficial Ownership (4)
January 03 2020 - 6:49PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
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 __X__ 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/YYYY)
1/1/2020 |
|
(Street)
SEATTLE, WA 98102
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 1/1/2020 | | M | | 46875 | A | (1) | 4710232 | D | |
| Class 2 Common Stock | 1/1/2020 | | F | | 13899 (2) | D | $17.13 | 4696333 | D | |
| Class 2 Common Stock | | | | | | | | 1049825 | I | By: The Kennedy Family 2016 Irrevocable Trust UTD December 1,2016 (3) |
| Class 2 Common Stock | | | | | | | | 76414 | I | By: Skyline & Mayfair LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Restricted Stock Units | (1) | 1/1/2020 | | M | | | 46875 | 1/1/2020 | (5) | Class 2 Common Stock | 46875 | $0.00 | 187500 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit ("RSU") converted into one share of Class 2 Common Stock. |
| (2) | Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU. |
| (3) | 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 declaims 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 the purposes of Section 16 or for any other purpose. |
| (4) | 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. |
| (5) | The remaining RSUs will vest quarterly at a rate of 6.25% of the total number of RSUs on each quarterly anniversary of January 1, 2017 (the "Vesting Commencement Date") for so long as the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan), such that the total number of RSUs shall be fully vested on the four-year anniversary of the Vesting Commencement Date. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kennedy Brendan
2701 EASTLAKE AVE E
3RD FLOOR
SEATTLE, WA 98102 | X | X | President and CEO |
|
Signatures
|
| /s/ Yuri Weigel, Attorney-in-fact | | 1/3/2020 |
| **Signature of Reporting Person | Date |
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Apr 2023 to Apr 2024
