Amended Statement of Changes in Beneficial Ownership (4/a)

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
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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 ^* Auerbach Michael	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)
(Last) (First) (Middle) 1100 MAUGHAN ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 6/5/2020
(Street) NANAIMO, A1 V9X IJ2 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 6/9/2020	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class 2 Common Stock	6/5/2020		J⁽¹⁾		538706	D	$0.00	1166634 ⁽²⁾	I	By: Murphy Ofutt LLC ⁽³⁾
Class 2 Common Stock	6/5/2020		J⁽⁴⁾		57160 ⁽⁵⁾	A	$0.00	65051 ⁽⁶⁾	I	By: M3 Daat, LLC ⁽⁷⁾
Class 2 Common Stock	6/5/2020		J⁽⁸⁾		210710	D	$0.00	456315 ⁽⁹⁾	I	By: Murphy Ofutt Common LLC ⁽¹⁰⁾
Class 2 Common Stock	6/5/2020		J⁽¹¹⁾		10475	A	$0.00	75526 ⁽¹²⁾	I	By: M3 Daat, LLC ⁽⁷⁾
Class 2 Common Stock								42028 ⁽¹³⁾	I	By: M3 Ein Sof LLC ⁽¹⁴⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Murphy Ofutt, LLC made a pro rata distribution for no consideration of 538,706 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on June 5, 2020.
(2)	On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported the number of shares of Class 2 Common Stock of the Issuer ("Common Stock") beneficially owned by Murphy Offutt LLC following the Reported Transaction. In fact, the Reporting Person indirectly holds 1,166,634 shares of Common Stock through Murphy Offutt LLC.
(3)	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.
(4)	Mr. Auerbach retained interest in 57,159 of the Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.
(5)	On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported one less share of Common Stock held by M3 Daat, LLC as a result of a rounding error. The Reporting Person retains interest in 57,160 shares of Common Stock through M3 Daat, LLC in which the Reporting Person is a member and has sole voting and investment power.
(6)	On June 9, 2020, an error in the number of shares of Common Stock reported in Column 4 held by M3 Daat, LLC resulted in an incorrect number of shares reported in Column 5. The correct number of shares is 65,051.
(7)	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.
(8)	Murphy Ofutt Common LLC made a pro rata distribution for no consideration of 210,710 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on June 5, 2020.
(9)	On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which mistakenly reported the number of shares of Common Stock beneficially owned by Murphy Offutt Common LLC following the Reported Transaction. In fact, the Reporting Person indirectly holds 456,315 shares of Common Stock through Murphy Offutt Common LLC.
(10)	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
(11)	Mr. Auerbach retained interest in 10,475 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach has sole voting and investment power.
(12)	On June 9, 2020 and July 1, 2020, an error in the number of shares of Common Stock reported in Column 4 held by M3 Daat, LLC on June 9, 2020 resulted in an incorrect number of shares reported in Column 5. The correct number of shares is 75,526.
(13)	On June 9, 2020 and July 1, 2020, the Reporting Person filed a Form 4 which inadvertently omitted the shares of Common Stock held by M3 Ein Sof LLC.
(14)	The Reporting Person 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Auerbach Michael 1100 MAUGHAN ROAD NANAIMO, A1 V9X IJ2	X