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 *

Auerbach Michael
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)

1100 MAUGHAN ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2020
(Street)

NANAIMO, A1 V9X IJ2
(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 4/6/2020  J(1)  166326 D$0.00 667025 I By: Murphy Ofutt Common LLC (2)
Class 2 Common Stock 4/6/2020  J(3)  6822 A$0.00 6822 I By: M3 Daat, LLC (4)
Class 2 Common Stock 4/6/2020  J(5)  425235 D$0.00 1705342 I By: Murphy Ofutt LLC (6)
Class 2 Common Stock 4/6/2020  J(7)  1069 A$0.00 7891 I By: M3 Daat, 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Murphy Ofutt Common, LLC made a pro rata distribution for no consideration of 166,326 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on April 6, 2020.
(2) Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC
(3) Mr. Auerbach retained interest in 6,822 of the Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.
(4) The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.
(5) Murphy Ofutt LLC made a pro rata distribution for no consideration of 425,235 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on April 6, 2020.
(6) Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.
(7) Mr. Auerbach retained interest in 1,069 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Auerbach Michael
1100 MAUGHAN ROAD
NANAIMO, A1 V9X IJ2
X



Signatures
/s/ Sandra Dennis, Attorney-in-fact4/8/2020
**Signature of Reporting PersonDate

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