CUSIP No. 88688T 100
Item 1.
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Security and Issuer.
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This Amendment No. 4 (Amendment No. 4) to Schedule 13D amends the statement on Schedule 13D filed on December 23,
2019 (the Original Schedule 13D), as amended by Amendment No. 1 as filed with the Securities and Exchange Commission on June 19, 2020 (Amendment 1), Amendment No. 2 as filed with the Securities and Exchange
Commission on September 24, 2020, and Amendment No. 3 as filed with the Securities and Exchange Commission on October 16, 2020 (Amendment 3 and together with the Original Scheduled 13D, Amendment No. 1, Amendment
No. 2 and this Amendment No. 4, 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. 4, all items in the Schedule 13D, as amended by Amendment 1, Amendment 2, and Amendment No. 3, are unchanged. All capitalized terms used in this Amendment No. 4 and not otherwise
defined herein have the meanings ascribed to such terms in the Original Schedule 13D.
The Reporting Person is filing this Amendment
No. 4 to report a decrease in the percentage of the class beneficially owned by the Reporting Person due to an increase in the aggregate number of outstanding securities of the Issuer.
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 12,782,843 shares of
Class 2 Common Stock, representing 7.9 % of the outstanding Class 2 Common Stock. The Reporting Persons ownership includes (1) 9,866,975 shares of Class 2 Common Stock held directly by the Reporting Person, (2) 2,634,053
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 February 12, 2021, and (3) 234,940 shares of Class 2 Common Stock held directly
by an LLC, of which the Reporting Person is the sole member.
The percentage in the foregoing paragraph is based on (1)
158,256,763 shares of Class 2 Common Stock that were outstanding as of December 15, 2020, set forth in the Issuers Form 8-K filed with the SEC on December 21, 2020, (2) 2,634,053 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 February 11, 2021, and (3) 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 December 15, 2020.
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