Carl A. Merton - Jul 26, 2021 Form 4 Insider Report for Tilray, Inc. (TLRY)

Role
Chief Financial Officer
Signature
/s/ Carl A. Merton
Stock symbol
TLRY
Transactions as of
Jul 26, 2021
Transactions value $
$0
Form type
4
Date filed
7/28/2021, 09:25 PM
Previous filing
May 18, 2021
Next filing
Aug 23, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TLRY Performance-Based Restricted Stock Units Award $0 +48.7K $0.00 48.7K Jul 26, 2021 Class 2 Common Stock 48.7K Direct F1, F2
transaction TLRY Restricted Stock Units Award $0 +48.7K $0.00 48.7K Jul 26, 2021 Class 2 Common Stock 48.7K Direct F1, F3
transaction TLRY Performance-Based Restricted Stock Units Award $0 +48.7K $0.00 48.7K Jul 26, 2021 Class 2 Common Stock 48.7K Direct F1, F4
transaction TLRY Restricted Stock Units Award $0 +32.7K $0.00 32.7K Jul 26, 2021 Class 2 Common Stock 32.7K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Tilray, Inc. Class 2 Common Stock.
F2 Subject to the reporting person's satisfaction of continued employment conditions and accelerated vesting in certain circumstances, the performance-based restricted stock units ("PSUs") will be eligible to vest in certain percentages ranging from 0% to 250% based on the stock price appreciation of (i) the highest 30-day volume weighted average stock price of Tilray, Inc.'s Class 2 Common Stock ("VWAP") during the three-year performance period (beginning on the grant date) relative to (ii) the VWAP over the 30-day period from May 1 to May 30, 2021, with appreciation targets ranging from 0% to 125%. No PSUs will be eligible to vest if the threshold appreciation target (25%) is not achieved, and if the actual stock price appreciation falls in between any of the appreciation targets, the amount of PSUs eligible to vest will be determined by linear interpolation.
F3 Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest in three (3) equal annual installments, commencing on June 1, 2022, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.
F4 Subject to the reporting person's continuous employment (except under certain limited circumstances) through the vesting date, each PSU represents the right to receive, following vesting, one (1) share of Tilray, Inc. Class 2 Common Stock. The resulting number of shares of Class 2 Common Stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance parameters relating to the achievement of Tilray, Inc.'s synergy goals resulting from the integration of Aphria, Inc., as approved by Tilray, Inc.'s Compensation Committee, over a three (3) year performance period from the grant date until July 27, 2024, with 50% of the PSUs vesting first (1st) anniversary of the grant date, and 25% vesting on each of the second (2nd) and (3rd) anniversary of the grant date.
F5 Subject to the reporting person's continuous employment through the vesting date, except in certain circumstances, the RSUs shall vest 50% on the first (1st) anniversary of the grant date and 50% on the second (2nd) anniversary of the grant date. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.