TLRY Tilray Brands Inc

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 * Kennedy Brendan	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) C/O TILRAY, INC., 745 FIFTH AVENUE, SUITE 1602	3. Date of Earliest Transaction (MM/DD/YYYY) 4/30/2021
(Street) NEW YORK, NY 10151 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 5/5/2021	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)
			Code	V	Amount	(A) or (D)	Price
Class 2 Common Stock	5/3/2021		F		32148	D(1)	$16.99	9947847	D
Class 2 Common Stock	5/3/2021		F		33037	D(1)	$16.99	9914810	D
Class 2 Common Stock								234940	I	By: Skyline & Mayfair LLC (1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	On May 5, 2021, the reporting person filed a Form 4 (the "Original Form 4") which inadvertently failed to report (i) the withholding of shares of Class 2 Common Stock of Tilray, Inc., which occurred on May 3, 2021, in order to satisfy the reporting person's tax obligations in connection with two April 30, 2021 vestings (in the amounts of 73,953 and 76,000) of restricted stock units ("RSUs") (as reported in the Original Form 4) and (ii) the shares of Class 2 Common Stock over which Mr. Kennedy has indirect beneficial ownership.
(2)	The reporting person is the sole member of Skyline & Mayfair LLC and has sole voting and investment power with respect to the shares held by Skyline & Mayfair LLC.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kennedy Brendan C/O TILRAY, INC. 745 FIFTH AVENUE, SUITE 1602 NEW YORK, NY 10151	X

Signatures
/s/ Brendan Kennedy		5/11/2021
**Signature of Reporting Person		Date