Sec Form 3 Filing - Higgins Mark Mellen @ TILT Holdings Inc. - 2024-01-29

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 Higgins Mark Mellen 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) General Counsel (Last) (First) (Middle) C/O TILT HOLDINGS INC., 2801 E. CAMELBACK ROAD #180 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2024 (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 Shares, no par value 18,916 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 Employee Stock Options (right to buy) $ 0.48 ( 2 ) ( 1 ) 06/25/2030 Common Shares, no par value 100,000 D Restricted Share Units $ 0 ( 5 ) ( 3 ) ( 4 ) Common Shares, no par value 6,563 D Performance Share Units $ 0 ( 8 ) ( 6 ) ( 7 ) Common Shares, no par value 48,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Higgins Mark Mellen C/O TILT HOLDINGS INC. 2801 E. CAMELBACK ROAD #180 PHOENIX, AZ85016 General Counsel Signatures /s/ Mark M. Higgins 02/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The original grant of 100,000 stock options vested as to 50,000 common shares on February 11, 2021. The remaining 50,000 common shares vested in equal monthly installments of 1/24th of such remaining portion, with the first installment having vested on March 11, 2021 and each subsequent installment having vested on the same day of each month thereafter for the following 23 months. ( 2 )The exercise price of the options is $0.65 Canadian dollars per share of the Issuer's common shares. The amount in column 4 is converted to U.S. dollars using the exchange rate as of February 5, 2024 as reported by the Bank of Canada. ( 3 )The original grant of 26,250 restricted share units ("RSUs") has vested or will vest in four equal annual installments, with the first installment having vested on December 31, 2021, subject to the Reporting Person's continued employment with the Issuer on each vesting date. ( 4 )The RSUs do not expire, they either vest or are cancelled. ( 5 )Each RSU is equivalent in value to one share of the Issuer's common shares, no par value, at the time of vesting for no consideration. ( 6 )The Performance Share Units ("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 Issuer's common shares 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. ( 7 )The PSUs do not expire, they either vest or are cancelled. ( 8 )Each PSU is equivalent in value to one share of the Issuer's common shares, no par value, at the time of vesting for no consideration.

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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