Sec Form 3 Filing - Arvidson Dana Russell @ TILT Holdings Inc. - 2022-06-18

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Arvidson Dana Russell 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 Operating Officer (Last) (First) (Middle) 2801 E. CAMELBACK ROAD #180 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2022 (Street) PHOENIX, AZ85016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock, no par value 50,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 1 ) ( 2 ) Common Stock, no par value 150,000( 1 ) D Performance Stock Units $ 0 ( 3 ) ( 4 ) Common Stock, no par value 800,000( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Arvidson Dana Russell 2801 E. CAMELBACK ROAD #180 PHOENIX, AZ85016 Chief Operating Officer Signatures /s/ Mark M. Higgins as attorney-in-fact for Dana Russell Arvidson 06/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") is equivalent in value to one share of the Issuer's common stock, no par value ("Common Stock"). The original grant of 200,000 RSUs has vested or will vest in four equal installments on each of the first through fourth anniversaries of December 31, 2020, subject to the Reporting Person's continued employment with the Issuer on each vesting date. ( 2 )RSUs do not expire; they either vest or are cancelled. ( 3 )Each performance stock unit ("PSU") is equivalent in value to one share of Common Stock. The PSUs will vest annually on December 31 of each year during the performance period of July 1, 2021 to December 31, 2024 ("Performance Period"), upon the Common Stock achieving specified prices per share during each half year period during the Performance Period, subject to the Reporting Person's continued employment with the Issuer on each vesting date; provided that (i) a maximum of 50% of the PSUs may vest on December 31, 2022, (ii) a maximum of 75% of the PSUs may vest on December 31, 2023 and (iii) a maximum of 100% of the PSUs may vest on December 31, 2024. ( 4 )PSUs do not expire; they either vest or are cancelled.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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).

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