Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby revised and supplemented with the following:
As previously reported, Greenstar LP entered into an Exchange Agreement, dated June 29, 2022 (the “Exchange Agreement”), with Canopy, pursuant to which Greenstar LP agreed to exchange C$100 million principal amount of Notes for Common Shares of Canopy (other than in respect of accrued but unpaid interest which was paid in cash). Pursuant to the terms of the Exchange Agreement, the final number of Common Shares issued to Greenstar LP 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 Exchange Price was $2.6245, and therefore an aggregate of 29,245,456 Common Shares were issued to Greenstar LP on July 18, 2022, representing approximately 6.7% of the issued and outstanding Common Shares as of July 15, 2022 (as provided to the Reporting Persons by the Issuer).
Except as set forth in this Amendment, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D. The Reporting Persons may evaluate on a continuing basis their investment in the Issuer and expect that they may from time to time acquire or dispose of Common Shares or other securities of the Issuer. The Reporting Persons may purchase or sell Common Shares or exercise the warrants in the future, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic and industry conditions and other available investment opportunities. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, the Reporting Persons may develop other plans or intentions in the future relating to one or more of the actions described in Item 4(a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) – (c) of Item 5 of the Schedule 13D is hereby revised and supplemented as follows:
(a) – (c) Greenstar LP has direct beneficial ownership of 66,999,258 Common Shares, representing approximately 14.0% of the issued and outstanding Common Shares of the Issuer as of July 15, 2022 (as provided to the Reporting Persons by the Issuer and adjusted as described below). GCIC is the general partner of Greenstar LP and is wholly-owned by Constellation Brands Canada Holdings ULC, which in turn is wholly-owned by Constellation Capital LLC, which in turn is wholly-owned by Constellation International Holdings Limited, which in turn is wholly-owned by Constellation.
Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than as previously disclosed, the Covered Persons do not beneficially own any Common Shares as of July 15, 2022 other than Judy A. Schmeling, who holds 31,245 Common Shares which were acquired following the vesting of restricted stock units acquired as compensation for her position as a director of the Issuer, including 10,045 Common Shares from the vesting of restricted stock units which were acquired on June 30, 2022, and restricted stock units convertible into 30,134 Common Shares, which were acquired on June 8, 2022 as compensation for her position as a director of the Issuer and that vest in three equal installments on September 30, 2022, December 31, 2022, and March 31, 2023. The Reporting Persons disclaim beneficial ownership of each Covered Person’s Common Shares and such Common Shares are excluded from the aggregate amounts reported by the Reporting Persons in this Amendment and Schedule 13D.
Except as set forth herein, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the Covered Persons, has engaged in any transaction involving any Common Shares since the Seventh Amendment was filed on July 1, 2022.
The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 438,836,750 Common Shares outstanding, which is the total number of Common Shares outstanding as of July 15, 2022, as provided to the Reporting Persons by the Issuer, plus (i) in the case of Constellation 139,745,453 Common Shares underlying the warrants held by CBG that are exercisable within 60 days of the date hereof and are treated as issued and outstanding only for the purpose of computing the percentage ownership of the Reporting Persons pursuant to Rule 13d-3(1)(i) under the Exchange Act, and (ii) in the case of Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation (A) 29,245,456 Common Shares that were issued on July 18, 2022 to Greenstar LP, and (B) 11,896,536 Common Shares that were issued on July 18, 2022 to other holders of Notes that also entered into exchange agreements with the Issuer to exchange their Notes for Common Shares.