Counterpath (CPAH) Form 4 COUNTERPATH / TODD CAROTHERS 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^*

CAROTHERS TODD

(Last) (First) (Middle)

2323 HARTZELL STREET

(Street)

EVANSTON IL 60201

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								18,303.8084	D
Common Shares	03/01/2021		J(1)		18,303.8084	D	$3.49	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$2.89							12/14/2017	12/14/2022	Common	50,000		50,000	D
Stock Options	$2.89	03/01/2021		J(4)			50,000	12/14/2017	12/14/2022	Common	50,000	$2.89	0	D
Deferred Share Units	(2)							09/03/2011(2)	(2)	Common	2,202.6		2,202.6	D
Deferred Share Units	(2)							07/25/2011(2)	(2)	Common	1,621.6		3,824.29	D
Deferred Share Units	(3)							12/14/2018(3)	(3)	Common	40,000		43,824.29	D
Deferred Share Units	(3)							11/04/2019(3)	(3)	Common	25,000		68,824.29	D
Deferred Share Units	(3)							03/23/2020(3)	(3)	Common	6,000		74,824.29	D
Deferred Share Units	(3)							09/25/2021(3)	(3)	Common	20,000		94,824.29	D
Deferred Share Units	(3)	03/01/2021		J(1)			94,824.29	(3)	(3)	Common	94,824.29	(3)	0	D

Explanation of Responses:

1. In connection with a merger with Alianza, Inc. (the "Merger"), 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.

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 are fully vested.

3. 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 one third over three years beginning on the first anniversary of the grant date.

4. In connection with the Merger, the stock options were cancelled and the Reporting Person received the net amount of $3.49 less the exercise price, less any withholding for the vested options.

	/s/ Todd Carothers	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).
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