TLRY Tilray Brands Inc

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O TILRAY, INC., 655 MADISON AVENUE, 19TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 6/17/2021
(Street) NEW YORK, NY 10065 (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	6/17/2021		S(1)		400000	D	$17.9666 (2)	9574196 (4)	D
Class 2 Common Stock	6/18/2021		S(1)		400000	D	$17.1851 (3)	9174196	D
Class 2 Common Stock								234940	I	By: Skyline & Mayfair LLC (5)

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

Explanation of Responses:
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2021.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.41 to $18.34, inclusive. The reporting person undertakes to provide to Tilray, Inc., any security holder of Tilray, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.86 to $17.73, inclusive. The reporting person undertakes to provide to Tilray, Inc., any security holder of Tilray, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3).
(4)	On May 11, 2021, the reporting person filed a Form 4/A which inadvertently underreported the total number of shares of Class 2 Common Stock directly held by the reporting person. The amount of securities beneficially owned as set forth in this Column 5 has been corrected to reflect the reporting person's current holdings after giving effect to this sale and the transactions reported on the original Form 4/A.
(5)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kennedy Brendan C/O TILRAY, INC. 655 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065	X

Signatures
/s/ Carl A. Merton, as attorney-in-fact for Brendan Kennedy		6/24/2021
**Signature of Reporting Person		Date