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 *

Pastorius Edward Wood JR		 2. Issuer Name and Ticker or Trading Symbol

Tilray, Inc. [ TLRY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Revenue Officer
(Last)          (First)          (Middle)

1100 MAUGHAN ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2020
(Street)

NANAIMO, A1 V9X IJ2
(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 7/1/2020  M  6250 A (1)101039 D  
Class 2 Common Stock 7/1/2020  F  1812 (2)D$7.01 99227 D  
Class 2 Common Stock 7/5/2020  M  4693 A$5.2754 103920 D  
Class 2 Common Stock 7/5/2020  M  7822 A$3.1317 111742 D  
Class 2 Common Stock         49985 I By: Canna Enterprises, LLC (3)
Class 2 Common Stock         41015 I By: WP Investment Remainder Trust (4)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (5)7/1/2020  M     6250  7/1/2020  (6)Class 2 Common Stock 6250 $0.00 12500 D  
Stock Option (Right to Buy) $5.2754 7/5/2020  M     4693   (7)4/13/2028 Class 2 Common Stock 4693 $0.00 11400 D  
Stock Option (Right to Buy) $3.1317 7/5/2020  M     7822   (8)3/30/2027 Class 2 Common 7822 $0.00 5589 D  
Explanation of Responses:
(1) Each restricted stock unit ("RSU") converted into one share of 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 shares are held directly by Canna Enterprises, LLC. The Reporting Person is manager of Canna Enterprises, LLC and has voting and investment power with respect to the shares held by Canna Enterprises, LLC.
(4) The shares are held directly by WP Investment Remainder Trust. The Reporting Person is the trustee and beneficiary of WP Investment Remainder Trust and has voting and investment power with respect to the shares held by WP Investment Remainder Trust.
(5) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.
(6) The remaining RSUs will vest quarterly at a rate of 6.25% of the total number of RSUs on each quarterly anniversary of January 1, 2017 (the "Vesting Date") 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 four-year anniversary of the Vesting Date.
(7) 1/24th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/24th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.
(8) 1/12th of the shares subject to the option became vested and exercisable on December 14, 2019 and 1/12th of the shares subject to the option shall vest monthly thereafter for so long as the Reporting Person provides continuous service to the Issuer.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pastorius Edward Wood JR
1100 MAUGHAN ROAD
NANAIMO, A1 V9X IJ2

Chief Revenue Officer
Signatures
/s/ Edward Pastorius Jr.7/6/2020
**Signature of Reporting PersonDate
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