Ownership Submission

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 ^*

Santo Gary F Jr

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)

C/O TILT HOLDINGS INC., 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 Executive 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	207,982	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common stock, no par value	623,946 ⁽¹⁾	$ 0	D
Performance Stock Units	⁽³⁾	⁽⁴⁾	Common stock, no par value	7,487,351 ⁽³⁾	$ 0	D
Employee stock option (right to buy common stock)	⁽⁵⁾	06/25/2030	Common stock, no par value	600,000 ⁽⁵⁾	$ 0.5 ⁽⁶⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Santo Gary F Jr C/O TILT HOLDINGS INC. 2801 E. CAMELBACK ROAD #180 PHOENIX, AZ 85016			Chief Executive Officer

Signatures

/s/ Mark M. Higgins as attorney-in-fact for Gary F. Santo, Jr.		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 831,928 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.
(5)	Each stock option is exercisable for one share of Common Stock. The options vested as to 300,000 shares of Common Stock on June 26, 2021, with 1/12 of the remaining 300,000 options vesting monthly thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
(6)	The exercise price of the options is $0.65 Canadian dollars per share of common stock. The amount in column 4 is converted to U.S. dollars using the exchange rate as of June 17, 2022 as reported by the Bank of Canada.
Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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