Constellation Brands (STZ) Form 4/A Canopy Growth / Brands Canada Holdings ULC Constellation 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^*

CONSTELLATION BRANDS, INC.

(Last) (First) (Middle)

207 HIGH POINT DRIVE

BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2022

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

	Form filed by One Reporting Person
X	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	06/29/2022		J(1)(2)		29,245,456(1)(2)	A	$2.6245(1)(2)	66,999,258(1)(2)	I	by Greenstar Canada Investment Limited Partnership(3)

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

1. Name and Address of Reporting Person^*

CONSTELLATION BRANDS, INC.

(Last) (First) (Middle)

207 HIGH POINT DRIVE

BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenstar Canada Investment Limited Partnership

(Last) (First) (Middle)

1055 WEST HASTINGS STREET

SUITE 1700

(Street)

VANCOUVER A1 V6E 2E9

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenstar Canada Investment Corp

(Last) (First) (Middle)

1055 WEST HASTINGS STREET

SUITE 1700

(Street)

VANCOUVER A1 V6E 2E9

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Constellation Brands Canada Holdings ULC

(Last) (First) (Middle)

QUEEN'S MARQUE

600-1741 LOWER WATER STREET

(Street)

HALIFAX A5 B3J 0J2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Constellation Capital LLC

(Last) (First) (Middle)

207 HIGH POINT DRIVE

BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CONSTELLATION INTERNATIONAL HOLDINGS LTD

(Last) (First) (Middle)

207 HIGH POINT DRIVE

BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

Explanation of Responses:

1. As previously reported on the Form 4 filed by the Reporting Persons on July 1, 2022, Greenstar Canada Investment Limited Partnership ("GCILP") entered into an Exchange Agreement, dated June 29, 2022 (the "Exchange Agreement"), with the Issuer whereby GCILP agreed to exchange C$100 million principal amount of the Issuer's 4.25% Convertible Senior Notes due 2023 for Common Shares. The number of Common Shares issued to GCILP was calculated based on the volume-weighted average trading price of the Common Shares on the NASDAQ Global Select Market for a 10-day period beginning on and including June 30, 2022 (the "Exchange Price"), provided that the Exchange Price would not be less than $2.50 or more than $3.50. The Reporting Persons are filing this amended Form 4 to disclose the final amount of Common Shares issued to GCILP as a result of the exchange contemplated by the Exchange Agreement.

2. (continued from footnote 1) The Exchange Price was $2.6245, and therefore, an aggregate of 29,245,456 Common Shares were issued to GCILP on July 18, 2022.

3. These shares are owned directly by GCILP, whose general partner is Greenstar Canada Investment Corporation ("GCIC"), which is a wholly-owned subsidiary of Constellation Brands Canada Holdings ULC ("CBCH"), which 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. ("CBI"). GCIC, CBCH, CC, CIHL and CBI are indirect beneficial owners of the reported shares.

Remarks:

	/s/ Brian Bennett, Vice President & Assistant Secretary of Constellation Brands, Inc.	07/18/2022
	/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership	07/18/2022
	/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation	07/18/2022
	/s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC	07/18/2022
	/s/ Brian Bennett, Assistant Secretary of Constellation Capital LLC	07/18/2022
	/s/ Brian Bennett, Assistant Secretary of Constellation International Holdings Limited	07/18/2022
	** Signature of Reporting Person	Date
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