Auerbach Michael Form 4 Tilray / Michael Auerbach ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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

1. Name and Address of Reporting Person^*

Auerbach Michael

(Last) (First) (Middle)

1100 MAUGHAN ROAD

(Street)

NANAIMO A1 V9X IJ2

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/06/2020		J(1)		166,326	D	$0.00	667,025	I	By: Murphy Ofutt Common LLC(2)
Class 2 Common Stock	04/06/2020		J(3)		6,822	A	$0.00	6,822	I	By: M3 Daat, LLC(4)
Class 2 Common Stock	04/06/2020		J(5)		425,235	D	$0.00	1,705,342	I	By: Murphy Ofutt LLC(6)
Class 2 Common Stock	04/06/2020		J(7)		1,069	A	$0.00	7,891	I	By: M3 Daat, LLC(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. Murphy Ofutt Common, LLC made a pro rata distribution for no consideration of 166,326 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on April 6, 2020.

2. 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

3. Mr. Auerbach retained interest in 6,822 of the Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.

4. 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.

5. Murphy Ofutt LLC made a pro rata distribution for no consideration of 425,235 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on April 6, 2020.

6. Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.

7. Mr. Auerbach retained interest in 1,069 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.

Remarks:

	/s/ Sandra Dennis, Attorney-in-fact	04/08/2020
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.