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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Arvidson Dana Russell
2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2022
3. Issuer Name and Ticker or Trading Symbol
TILT Holdings Inc. [TLLTF]
(Last)
(First)
(Middle)
2801 E. CAMELBACK ROAD #180
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHOENIX, AZ 85016
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 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 50,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Restricted Stock Units   (1)   (2) Common Stock, no par value 150,000 (1) $ 0 D  
Performance Stock Units   (3)   (4) Common Stock, no par value 800,000 (3) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arvidson Dana Russell
2801 E. CAMELBACK ROAD #180
PHOENIX, AZ 85016
      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:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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

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