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

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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)
03/16/2021

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	03/16/2021		J(1)		685,424(1)	D	$0.00	94,090	I	By: Murphy Ofutt LLC(2)
Class 2 Common Stock	03/16/2021		J(3)		73,593(3)	A	$0.00	117,404	I	By: M3 Daat, LLC(4)
Class 2 Common Stock	03/16/2021		J(5)		268,095(5)	D	$0.00	36,802	I	By: Murphy Ofutt Common LLC(6)
Class 2 Common Stock	03/16/2021		J(7)		31,164(7)	A	$0.00	148,568	I	By: M3 Daat, LLC(4)
Class 2 Common Stock								278,855	D
Class 2 Common Stock								42,028	I	By: M3 Ein Sof LLC(8)

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, LLC made a pro rata distribution for no consideration of 685,424 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on March 16, 2021.

2. 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.

3. Mr. Auerbach retained interest in 73,593 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 Common LLC made a pro rata distribution for no consideration of 268,095 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on March 16, 2021.

6. 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

7. Mr. Auerbach retained interest in 31,164 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach has sole voting and investment power.

8. Mr. Auerbach is a member of M3 Ein Sof LLC and has sole voting and investment power with respect to the shares held by M3 Ein Sof LLC.

Remarks:

	/s/ Julia Stark, Attorney-in-Fact	03/18/2021
	** 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).
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