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
__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)
4/17/2021
(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  4/17/2021    M    37020  A  (1) 9903995  D   
Class 2 Common Stock  4/17/2021    F    14568  D  (2) 9889427  D   
Class 2 Common Stock                 234940  I  By: Skyline & Mayfair LLC (3)

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
Restricted Stock Units   (4) 4/17/2021    M        37020    (5)  (5) Class 2 Common Stock  37020  $0.00  73954  D   

Explanation of Responses:
(1)  Each restricted stock unit ("RSU") converted into one share of the Issuer's Class 2 Common Stock.
(2)  Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.
(3)  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.
(4)  Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.
(5)  The RSUs shall vest at the rate of 33.36% of the RSUs on the twelve (12) month anniversary of April 17, 2020 (the "Vesting Date"), and the remaining RSUs will vest quarterly thereafter at the rate of 8.33% of the total number of RSUs on each quarterly anniversary of the Vesting Date thereafter for so long as the Reporting Person remains in Continuous Service (as defined in the Company's 2018 Equity Incentive Plan), such that the total number of RSUs shall be fully vested on the three-year anniversary of the Vesting Date.

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

Signatures
/s/ Julia Stark, Attorney-in-fact 4/20/2021
**Signature of Reporting Person Date