Counterpath (CPAH) Form 3 COUNTERPATH / TODD CAROTHERS ownership change

SEC Form 3

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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1. Name and Address of Reporting Person^*

CAROTHERS TODD

(Last) (First) (Middle)

2323 HARTZELL STREET

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2016

3. Issuer Name and Ticker or Trading Symbol
COUNTERPATH CORP [ CPAH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Sales & Marketing

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Shares	4,480	D

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: 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
Stock Options	12/14/2011	12/14/2016	Common	15,000	17	D
Stock Options	07/19/2012	07/19/2017	Common	20,000	29	D
Stock Options	07/25/2013	07/25/2018	Common	5,000	19	D
Stock Options	07/11/2014	07/11/2019	Common	10,000	11.5	D
Stock Options	07/17/2015	07/17/2020	Common	7,500	5	D
Deferred Share Units	09/03/2011	(1)	Common	2,202.6	(1)	D
Deferred Share Units	07/25/2011	(1)	Common	1,621.6	(1)	D

Explanation of Responses:

1. Each deferred share unit is convertible into one common share of CounterPath Corporation at no additional cost. There is no expiry date. The deferred share units are fully vested.

	/s/ Todd Carothers	09/01/2016
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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