| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 104,500,000 | I | by CBG Holdings LLC(1) |
| Common Shares | 18,876,901 | I | by Greenstar Canada Investment Limited Partnership(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Tranche A Warrants (right to buy) | 11/01/2018 | 11/01/2023 | Common Shares | 88,472,861 | (3) | I | by CBG Holdings LLC |
| Tranche B Warrants (right to buy) | (4) | 11/01/2026 | Common Shares | 38,454,444 | (5) | I | by CBG Holdings LLC |
| Tranche 1 Warrants (right to buy) | 08/01/2018 | 05/01/2020 | Common Shares | 9,438,451 | (6) | I | by Greenstar Canada Investment Limited Partnership |
| Tranche 2 Warrants (right to buy) | 02/01/2019 | 05/01/2020 | Common Shares | 9,438,450 | (6) | I | by Greenstar Canada Investment Limited Partnership |
| 4.25% Convertible Senior Notes due 2023 | 01/15/2023 | 07/15/2023 | Common Shares | 4,151,540 | (7) | I | by Greenstar Canada Investment Limited Partnership |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are owned directly by CBG Holdings LLC, which is a wholly-owned subsidiary of Constellation Brands, Inc. |
| 2. These shares are owned directly by Greenstar Canada Investment Limited Partnership, which general partner is Greenstar Canada Investment Corporation ("GCIC"). Constellation Brands Canada Holdings ULC ("CBCH") wholly-owns GCIC and is also the limited partner of Greenstar Canada Limited Partnership. CBCH 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. GCIC, CBCH, CC, CIHL and Constellation Brands, Inc. are indirect beneficial owners of the reported shares. |
| 3. These warrants have an exercise price of CAD 50.40, which, when using the exchange rate on March 30, 2020, is equivalent to $35.5932. |
| 4. These warrants become exercisable upon the full exercise of the Tranche A Warrants. |
| 5. These warrants have an exercise price of CAD 76.68, which, when using the exchange rate on March 30, 2020, is equivalent to $54.1525. |
| 6. These warrants have an exercise price of CAD 12.9783, which, when using the exchange rate on March 30, 2020, is equivalent to $9.1655. |
| 7. Conversion of the notes prior to January 15, 2023 is limited to certain circumstances involving the sale price of the Common Shares and certain corporate events. The initial conversion rate of these notes is 20.7577 Common Shares per CAD 1,000. Subject to certain adjustments, the Issuer has the option to deliver cash, Common Shares, or a combination thereof, upon conversion of these notes. |
| Remarks: |
| /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands, Inc. | 03/31/2020 | |
| /s/ H. Elaine Ziakas, Assistant Secretary of CBG Holdings LLC | 03/31/2020 | |
| /s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership | 03/31/2020 | |
| /s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation | 03/31/2020 | |
| /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands Canada Holdings ULC | 03/31/2020 | |
| /s/ H. Elaine Ziakas, Assistant Secretary of Constellation International Holdings Limited | 03/31/2020 | |
| /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Capital LLC | 03/31/2020 | |
| ** 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). | ||
| ** 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. | ||
