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.

  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:  

Sole Voting Power

2,929,685⁽¹⁾

Shared Voting Power

1,668,769

Sole Dispositive Power

2,929,685

Shared Dispositive Power

1,668,769

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,598,454 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

2.906%⁽²⁾

12.

Type of Reporting Person (see instructions)

Includes (1) 2,929,685 shares of Class 2 Common Stock held directly by Mr. Blue and (2) 1,668,769 shares of Class 2 Common Stock held directly by Mr. Blue’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: Michael Blue

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

Citizenship: Mr. Blue 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:

(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: __________

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