CUSIP No. 88688T 100
Item 1.
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Security and Issuer.
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This Amendment No. 1 (Amendment No. 1) to Schedule 13D amends the statement on Schedule 13D filed on December 23,
2019 (the Original Schedule 13D and together with this Amendment No. 1, the Schedule 13D) with respect to the Class 2 Common Stock of Tilray, Inc. (the Issuer), having its principal executive office at
1100 Maughan Road, Nanaimo, BC, Canada. Except as otherwise specified in this Amendment No. 1, all items in the Original Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have
the meanings ascribed to such terms in the Original Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a)
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State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which
may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act:
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The Reporting Person is the beneficial owner of 16,530,100
shares of Class 2 Common Stock, representing 13.7% of the outstanding Class 2 Common Stock. The Reporting Persons ownership includes (1) 9,369,405 shares of Class 1 Common Stock held directly by the Reporting Person, (2)
4,281,793 shares of Class 2 Common Stock held directly by the Reporting Person, (3) 2,596,867 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by the Reporting Person that are exercisable within
60 days of June 16, 2020, (4) 46,875 shares of Class 2 Common Stock that are issuable upon the vesting of restricted stock units held directly by the Reporting Person that will vest within 60 days of June 16, 2020, (5) 158,746 shares
of Class 1 Common Stock held directly by an LLC, of which the Reporting Person is the sole member and (6) 76,414 shares of Class 2 Common Stock held directly by an LLC, of which Mr. Kennedy is the sole member. Each share of
Class 1 Common Stock will convert automatically into one share of Class 2 Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the
Issuers Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.
The percentage in the foregoing paragraph is based on (1) 108,195,284 shares of Class 2 Common Stock that were outstanding
as of May 11, 2020, as set forth in the Issuers Form 10-Q filed with the SEC on May 11, 2020, (2) 9,369,405 shares of Class 1 Common Stock held directly by the Reporting Person, (3)
158,746 shares of Class 1 Common Stock held directly by an LLC, of which the Reporting Person is the sole member, (4) 2,596,867 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by the Reporting
Person that are exercisable within 60 days of June 16, 2020 and (5) 46,875 shares of Class 2 Common Stock that are issuable upon the vesting of restricted stock units held directly by the Reporting Person that will vest within 60 days of
June 16, 2020.
(b)
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For each person named in response to paragraph (a), indicate the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared:
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