CUSIP No. 88688T 100
Item 1.
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Security and Issuer.
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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.
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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 14,917,512 shares of
Class 2 Common Stock, representing 12.2% of the outstanding Class 2 Common Stock. The Reporting Persons 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
Issuers 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 Issuers 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.