FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
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CONSTELLATION BRANDS, INC. |
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2. Issuer Name and Ticker or Trading Symbol Canopy Growth Corp [CGC]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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207 HIGH POINT DRIVE, BUILDING 100 |
3. Date of Earliest Transaction (Month/Day/Year) 05/01/2020 |
VICTOR, NY 14564 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 05/01/2020 |
| X |
| 9,438,451 | A | (1) | 28,315,352 | I | by Greenstar Canada Investment Limited Partnership (2) |
Common Shares | 05/01/2020 |
| X |
| 9,438,450 | A | (1) | 37,753,802 | I | by Greenstar Canada Investment Limited Partnership (2) |
Common Shares |
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| 104,500,000 | I | by CBG Holdings LLC (3) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Tranche 1 Warrants (right to buy) | (1) | 05/01/2020 |
| X |
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| 9,438,451 | 08/01/2018 | 05/01/2020 | Common Shares | 9,438,451.00 |
$
0
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0
| I | by Greenstar Canada Investment Limited Partnership (2) |
Tranche 2 Warrants (right to buy) | (1) | 05/01/2020 |
| X |
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| 9,438,450 | 02/01/2019 | 05/01/2020 | Common Shares | 9,438,450.00 |
$
0
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0
| I | by Greenstar Canada Investment Limited Partnership (2) |
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
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X
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Greenstar Canada Investment Limited Partnership 1055 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1 V6E 2E9 |
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X
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Greenstar Canada Investment Corp 1055 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1 V6E 2E9 |
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X
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Constellation Brands Canada Holdings ULC QUEEN'S MARQUE 600-1741 LOWER WATER STREET HALIFAX, A5 B3J 0J2 |
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X
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CONSTELLATION INTERNATIONAL HOLDINGS LTD 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
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X
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Constellation Capital LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
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X
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Signatures
/s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands, Inc. | |
05/04/2020 |
**Signature of Reporting Person | Date |
/s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership | |
05/04/2020 |
**Signature of Reporting Person | Date |
/s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands Canada Holdings ULC | |
05/04/2020 |
**Signature of Reporting Person | Date |
/s/ H. Elaine Ziakas, Assistant Secretary of Constellation International Holdings Limited | |
05/04/2020 |
**Signature of Reporting Person | Date |
/s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation | |
05/04/2020 |
**Signature of Reporting Person | Date |
/s/ H. Elaine Ziakas, Assistant Secretary of Constellation Capital LLC | |
05/04/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(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) | These warrants have an exercise price of CAD 12.9783, which, when using the exchange rate on May 1, 2020, is equivalent to $9.2117. |
(2) | These shares are owned directly by Greenstar Canada Investment Limited Partnership, which partners are Greenstar Canada Investment Corporation ("GCIC") and Constellation Brands Canada Holdings ULC ("CBCH"). CBCH is a wholly-owned subsidiary of Constellation Capital LLC ("CC"), which is a wholly-owned subsidiary of Constellation International Holdings Limited ("CIHL"), which is a wholly-owned subsidiary of Constellation Brands, Inc. GCIC, CBCH, CC, CIHL and Constellation Brands, Inc. are indirect beneficial owners of the reported shares. |
(3) | These shares are owned directly by CBG Holdings LLC, which is a wholly-owned subsidiary of Constellation Brands, Inc. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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