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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)         (First)         (Middle)
2701 EASTLAKE AVE E, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
9/21/2020
(Street)
SEATTLE, WA 98102
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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  9/21/2020    C    117244  D  (1) 4077466  D   
Class 2 Common Stock  9/21/2020    S    500000 (2) D $5.0096 (3) 3577466  D   
Class 2 Common Stock                 76414  I  By: Skyline & Mayfair LLC (4)

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
Class 1 Common Stock   (5) 9/21/2020    C        117244    (5)  (6) Class 1 Common Stock  117244  $0.00  9252161  D   

Explanation of Responses:
(1)  Each share of Class 1 Common Stock is convertible at any time at the option of the holder into one share of Class 2 Common Stock.
(2)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.87 to $5.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4.
(4)  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.
(5)  Each share of Issuer's Class 1 Common Stock is convertible at any time at the option of the holder into one fully paid and nonassessable share of Issuer's Class 2 Common Stock. In addition, each share of Issuer's Class 1 Common Stock will automatically convert into one share of Issuer's 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 Issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.
(6)  Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kennedy Brendan
2701 EASTLAKE AVE E
3RD FLOOR
SEATTLE, WA 98102
X X President and CEO

Signatures
/s/ Sandra Dennis, Attorney-in-fact 9/23/2020
**Signature of Reporting Person Date
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