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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/1/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1761510 |
| Issuer Name: TILT Holdings Inc. |
| Issuer Trading Symbol: TLLTF |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1956307 |
| | Owner Name: Kelly Nathaniel Christopher |
| Reporting Owner Address: |
| | Owner Street 1: C/O TILT HOLDINGS INC. |
| | Owner Street 2: 2801 E. CAMELBACK ROAD #180 |
| | Owner City: PHOENIX |
| | Owner State: AZ |
| | Owner ZIP Code: 85016 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Revenue Officer |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Shares, no par value |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 140,625 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 248,243 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Shares, no par value |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 29,357 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0.0332 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 218,886 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Share Units |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 140,625 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, no par value |
| | | Underlying Security Shares: |
| Value: 140,625 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 281,250 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Represents common shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting and net settlement of restricted share units ("RSU") and does not represent a sale by the Reporting Person. |
| Footnote - F2: The price provided in this column was calculated based on the closing price of the Issuer's common shares on Cboe Canada formerly known as the NEO Exchange on March 1, 2024 which was CAD$0.045. The share price of CAD$0.045 was converted to U.S. dollars using the exchange rate provided by the Bank of Canada of USD$1.00= CAD$1.3564 on March 1, 2024. |
| Footnote - F3: Each restricted share unit ("RSU") is equivalent in value to one share of the Issuer's common shares, no par value. 140,625 RSUs vested on August 29, 2023, 140,625 RSUs vested on March 1, 2024, 140,625 RSUs will vest on March 1, 2025 and 140,625 RSUs will vest on March 1, 2026, subject to the Reporting Person's continued employment with the Issuer on each vesting date. |
| Footnote - F4: RSUs do not expire; they either vest or are cancelled. |
| Owner Signature: |
| Signature Name: /s/ Mark Higgins as attorney-in-fact for Nathaniel Christopher Kelly |
| Signature Date: 3/5/24 |
