TILT (TLLTF) Form 4 TILT / Nathaniel Christopher Kelly ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelly Nathaniel Christopher

(Last) (First) (Middle)

C/O TILT HOLDINGS INC.

2801 E. CAMELBACK ROAD #180

(Street)

PHOENIX AZ 85016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TILT Holdings Inc. [ TLLTF ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Shares, no par value	03/01/2024		M		140,625	A	$0.00	248,243	D
Common Shares, no par value	03/01/2024		F		29,357(1)	D	$0.0332(2)	218,886	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	$0.00(1)	03/01/2024		M			140,625	(3)	(4)	Common Shares, no par value	140,625	$0.00	281,250	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. RSUs do not expire; they either vest or are cancelled.

	/s/ Mark Higgins as attorney-in-fact for Nathaniel Christopher Kelly	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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