CUSIP No. 88688T 100
| Item 1. |
Security and Issuer.
|
This Amendment No. 2 (“Amendment No. 2”)
to Schedule 13D amends the statement on Schedule 13D filed on
December 23, 2019 (the “Original Schedule 13D”), as amended on
June 16, 2020 (the “Prior Amendment”, and together with the
Original Schedule 13D and this Amendment No. 2, 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. 2, all items in the Original Schedule 13D
are unchanged. All capitalized terms used in this Amendment
No. 2 and not otherwise defined herein have the meanings
ascribed to such terms in the Original Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer
|
| (a) |
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:
|
The Reporting Person is the beneficial owner of
14,917,512 shares of Class 2 Common Stock, representing 12.2%
of the outstanding Class 2 Common Stock. The Reporting
Person’s ownership includes (1) 8,252,161 shares of Class 1
Common Stock held directly by the Reporting Person, (2) 3,577,466
shares of Class 2 Common Stock held directly by the Reporting
Person, (3) 2,805,850 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
September 22, 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 September 22, 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 Issuer’s 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) 111,425,828 shares of Class 2 Common Stock that were
outstanding as of August 10, 2020, as set forth in the
Issuer’s Form 10-Q filed
with the SEC on August 10, 2020, (2) 8,252,161 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)
2,805,850 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 September 22, 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
September 22, 2020.
