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CGC Canopy Growth Corporation

24.43
0.00 (0.00%)
26 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Canopy Growth Corporation NYSE:CGC NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 24.43 0 01:00:00

Amended Statement of Changes in Beneficial Ownership (4/a)

19/07/2022 10:01pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CONSTELLATION BRANDS, INC.
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)
(Last)          (First)          (Middle)

207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/29/2022
(Street)

VICTOR, NY 14564
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

7/1/2022 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/29/2022  J(1)(2)  29245456 (1)(2)A$2.6245 (1)(2)66999258 (1)(2)I by Greenstar Canada Investment Limited Partnership (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY 14564

X

Greenstar Canada Investment Limited Partnership
1055 WEST HASTINGS STREET
SUITE 1700
VANCOUVER, A1 V6E 2E9

X

Greenstar Canada Investment Corp
1055 WEST HASTINGS STREET
SUITE 1700
VANCOUVER, A1 V6E 2E9

X

Constellation Brands Canada Holdings ULC
QUEEN'S MARQUE
600-1741 LOWER WATER STREET
HALIFAX, A5 B3J 0J2

X

Constellation Capital LLC
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY 14564

X

CONSTELLATION INTERNATIONAL HOLDINGS LTD
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY 14564

X


Signatures
/s/ Brian Bennett, Vice President & Assistant Secretary of Constellation Brands, Inc.7/18/2022
**Signature of Reporting PersonDate

/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership7/18/2022
**Signature of Reporting PersonDate

/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation7/18/2022
**Signature of Reporting PersonDate

/s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC7/18/2022
**Signature of Reporting PersonDate

/s/ Brian Bennett, Assistant Secretary of Constellation Capital LLC7/18/2022
**Signature of Reporting PersonDate

/s/ Brian Bennett, Assistant Secretary of Constellation International Holdings Limited7/18/2022
**Signature of Reporting PersonDate


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).
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 control number.

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