Counterpath Form 4 / TERENCE H MATTHEWS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MATTHEWS TERENCE H

(Last)

(First)

(Middle)

390 MARCH ROAD, SUITE 110

(Street)

KANATA

K2K 0G7

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								1,649,112	I	Wesley Clover International Corporation⁽¹⁾
Common Shares	03/01/2021		J⁽³⁾		1,649,112	D	$3.49	0	I	Wesley Clover International Corporation⁽¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Share Units	⁽²⁾							12/14/2009	⁽²⁾	Common	4,838.7		4,838.7	D
Deferred Share Units	⁽²⁾							06/18/2010	⁽²⁾	Common	3,000		7,838.7	D
Deferred Share Units	⁽²⁾							07/25/2011	⁽²⁾	Common	1,621.6		9,460.3	D
Deferred Share Units	⁽²⁾							07/19/2012	⁽²⁾	Common	1,539.7		11,000	D
Deferred Share Units	⁽²⁾							07/25/2013	⁽²⁾	Common	2,262.5		13,262.5	D
Deferred Share Units	⁽²⁾							07/11/2014	⁽²⁾	Common	3,427.4		16,689.9	D
Deferred Share Units	⁽²⁾							07/17/2015	⁽²⁾	Common	7,211.3		23,901.2	D
Deferred Share Units	⁽²⁾							07/14/2016	⁽²⁾	Common	15,345		39,246.2	D
Deferred Share Units	⁽²⁾							07/14/2017	⁽²⁾	Common	16,943		56,189.2	D
Deferred Share Units	⁽²⁾							07/26/2018	⁽²⁾	Common	14,459		70,648.2	D
Deferred Share Units	⁽²⁾							11/04/2019	⁽²⁾	Common	12,509		83,157.2	D
Deferred Share Units	⁽²⁾							07/10/2020	⁽²⁾	Common	2,000		81,157.2	D
Deferred Share Units	⁽²⁾	03/01/2021		J⁽³⁾			81,157.2	⁽²⁾	⁽²⁾	Common	81,157.2	⁽²⁾	0	D

Explanation of Responses:

1. Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

2. 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 vest immediately.

3. In connection with a merger with a subsidiary of Alianza, Inc., the common shares were acquired for $3.49 per common share and the deferred share units were cancelled in exchange for $3.49 per deferred share unit.

	/s/Terence Matthews	03/03/2021
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Counterpath (CPAH) Form 4COUNTERPATH / TERENCE H MATTHEWS ownership change