SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Scatterday Mark (Last) (First) (Middle) C/O SNELL & WILMER L.L.P. 350 S. GRAND AVENUE SUITE 3100 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2023	3. Issuer Name and Ticker or Trading Symbol TILT Holdings Inc. [ TLLTF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	1,300,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	(1)	11/21/2029(2)	Common stock, no par value	1,666,667(1)	0.65(3)	D
LP Units of Jimmy Jang L.P.	(4)	(4)	Common stock, no par value	27,182,540(4)	0	I	See Footnote(5)
Rights of TILT Holdings Inc.	(4)	(4)	Common stock, no par value	27,182,540(4)	0	I	See Footnote(6)
Common Stock Warrants (right to buy)	(7)	11/01/2022	Common stock, no par value	45,539,951(8)	0.0708	I	See Footnote(9)

Explanation of Responses:

1. Each option is exercisable for one share of common stock, no par value ("Common Stock"), of TILT Holdings Inc. (the "Issuer"). The options are fully vested.

2. The options will expire on the earlier of (i) November 21, 2029 and (ii) the date that is three months after the termination of the Reporting Person's services to the Issuer.

3. The exercise price of the options is expressed in Canadian dollars.

4. Each LP unit ("Unit") of Jimmy Jang L.P. ("Jimmy Jang"), a subsidiary of the Issuer, is convertible together with one right ("Right") of the Issuer for one share of Common Stock at any time upon request of the Reporting Person.

5. The Units are held by Mak One LLLP ("Mak One"), the partnership interests of which are owned 100% by the Reporting Person.

6. The Rights are held by Mak One.

7. The warrants were issued on February 15, 2023 and were immediately exercisable and expire on February 15, 2030.

8. Each warrant is exercisable for one share of Common Stock.

9. The warrants are held by Mak One.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Mark Scatterday	02/27/2023
	** 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 5 (b)(v).
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