Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

  1.  

  Names of Reporting Persons

  Christian Groh

  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

  3,527,426

  6.

  Shared Voting Power

  403,378

  7.

  Sole Dispositive Power

  3,527,426

  8.

  Shared Dispositive Power

  403,378

9.  

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,930,804 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

  2.229%⁽²⁾

12.

  Type of Reporting Person (see instructions)

  IN

Includes (1) 3,261,906 shares of Class 2 Common Stock held directly by Mr. Groh, (2) 137,858 shares of Class 2 Common Stock held directly by Mr. Groh’s spouse, (3) 115,520 shares of Class 2 Common Stock held by a 2018 Grantor retained annuity trust for the benefit of Mr. Groh, (4) 115,520 shares of Class 2 Common Stock held by a 2018 Grantor retained annuity trust for the benefit of Mr. Groh’s spouse, (5) 150,000 shares of Class 2 Common Stock held by a 2020 Grantor retained annuity trust for the benefit of Mr. Groh, and (6) 150,000 shares of Class 2 Common Stock held by a 2020 Grantor retained annuity trust for the benefit of Mr. Groh’s spouse.

The percentage was based on 158,256,763 shares of Class 2 Common Stock outstanding as of December 15, 2020, as set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on December 21, 2020.

Name of Issuer: Tilray, Inc.

Address of Issuer’s Principal Executive Offices: 1100 Maughan Road, Nanaimo, BC, Canada

Name of Person Filing: Christian Groh

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

Citizenship: Mr. Groh is a U.S. citizen.

Title of Class of Securities: Class 2 Common Stock

CUSIP Number: 88688T 100

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:

☐  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐  Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐  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);

☐  A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐  Group, in accordance with §240.13d–1(b)(1)(ii)(K).

Ownership

Amount Beneficially Owned: See Row 9 of cover page for Reporting Person.

Percent of Class: See Row 11 of cover page for Reporting Person

Number of shares as to which the person has:

Sole power to vote or to direct the vote: See Row 5 of cover page for Reporting Person.

Shared power to vote or to direct the vote: See Row 6 of cover page for Reporting Person.

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for Reporting Person.

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for Reporting Person.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification