Klein David Eric Form 3 Canopy Growth / David Eric Klein 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^*

Klein David Eric

(Last) (First) (Middle)

C/O CANOPY GROWTH CORPORATION

1 HERSHEY DRIVE

(Street)

SMITHS FALLS A6 K7A 0A8

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2020

3. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp [ CGC ]

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

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

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	350,527(1)	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 Option	(2)	12/06/2025	Common Shares	539,374	24.72(4)	D
Stock Option	(3)	03/27/2026	Common Shares	183,489	21.34(4)	D

Explanation of Responses:

1. 91,745 of the shares reported herein were granted on March 27, 2020 in the form of restricted stock units, and will vest equally in three annual installments on the first, second and third anniversary of the grant date.

2. On December 6, 2019, the reporting person was granted an option to purchase 1,618,122 shares of common shares. The option vests in three equal annual installments beginning on the second anniversary of the grant date based on satisfaction of certain performance criteria. The first of the performance criteria is tied directly to the market price of the common shares, and as such 539,374 options are reportable as of the date of this Form 3. The other options are subject to performance criteria that have not been met and therefore are not reported in Table II.

3. The options were granted on March 27, 2020 and vest in three equal annual installments on the first, second and third anniversaries of the grant date.

4. The exercise price is expressed in Canadian dollars.

Remarks:

	/s/ David Eric Klein	04/01/2020
	** 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).
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