Mark Scatterday - Feb 15, 2023 Form 3 Insider Report for TILT Holdings Inc. (TLLTF)

Role: 10%+ Owner
Signature: /s/ Mark Scatterday
Stock symbol: TLLTF
Transactions as of: Feb 15, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/27/2023, 03:15 PM
Previous filing: Jun 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TLLTF	Common Stock, no par value						1.3M	Feb 15, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TLLTF	Employee Stock Options (right to buy)							Feb 15, 2023	Common stock, no par value	1.67M	$0.65	Direct	F1, F2, F3
holding	TLLTF	LP Units of Jimmy Jang L.P.							Feb 15, 2023	Common stock, no par value	27.2M	$0.00	See Footnote	F4, F5
holding	TLLTF	Rights of TILT Holdings Inc.							Feb 15, 2023	Common stock, no par value	27.2M	$0.00	See Footnote	F4, F6
holding	TLLTF	Common Stock Warrants (right to buy)							Feb 15, 2023	Common stock, no par value	45.5M	$0.07	See Footnote	F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	The exercise price of the options is expressed in Canadian dollars.
F4	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.
F5	The Units are held by Mak One LLLP ("Mak One"), the partnership interests of which are owned 100% by the Reporting Person.
F6	The Rights are held by Mak One.
F7	The warrants were issued on February 15, 2023 and were immediately exercisable and expire on February 15, 2030.
F8	Each warrant is exercisable for one share of Common Stock.
F9	The warrants are held by Mak One.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney