SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Tilray, Inc.
(Name of Issuer)
Class 2 Common Stock
(Title of Class of Securities)
88688T 100
(CUSIP Number)
December 12, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88688T 100
| 1. | Names of Reporting Persons
Michael Blue | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
5,106,635 | ||||
| 6. | Shared Voting Power
3,527,414 | |||||
| 7. | Sole Dispositive Power
5,106,635 | |||||
| 8. | Shared Dispositive Power
3,527,414 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,634,049 shares(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
10.0%(2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Includes (1) 3,447,262 shares of Class 1 Common Stock, (2) 1,659,373 shares of Class 2 Common Stock held directly by Mr. Blue and (3) 3,527,414 shares of Class 2 Common Stock held directly by Mr. Blue’s spouse. In addition, 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. |
| (2) | Mr. Blue’s actual percentage is 9.985%. The percentage was based on (1) 83,021,590 shares of Class 2 Common Stock that were anticipated to be outstanding as of December 12, 2019, as set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on December 17, 2019, and (2) 3,447,262 shares of Class 1 Common Stock held directly by Mr. Blue. |
| Item 1(a). | Name of Issuer: Tilray, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 1100 Maughan Road, Nanaimo, BC, Canada |
| Item 2(a). | Name of Person Filing: Michael Blue |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: |
2701 Eastlake Ave. E.
Seattle, WA 98102
| Item 2(c). | Citizenship: Mr. Blue is a U.S. citizen. |
| Item 2(d). | Title of Class of Securities: Class 2 Common Stock |
| Item 2(e). | CUSIP Number: 88688T 100 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ | ||||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount Beneficially Owned: See Row 9 of cover page for Reporting Person. | |||
| (b) | Percent of Class: See Row 11 of cover page for Reporting Person | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for Reporting Person. | |||
| (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for Reporting Person. | |||
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for Reporting Person. | |||
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| December 19, 2019 |
| Date |
| /s/ Michael Blue |
| Michael Blue |