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Form 4 Canopy Growth Corp For: Jun 29 Filed by: Greenstar Canada Investment Limited Partnership

July 1, 2022 6:01 PM EDT

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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)
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)   21,929,914 (1) (2) A (1) (2) 59,683,716 (1) (2) I by Greenstar Canada Investment Limited Partnership (3)
Common Shares               104,500,000 I by CBG Holdings LLC (4)
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
4.25% Convertible Senior Notes due 2023 (5) 06/29/2022   J (1) (2)     4,151,540   (5)   (5) Common Shares 4,151,540 (1) (2) 0 (5) I by Greenstar Canada Investment Limited Partnership (3)
Explanation of Responses:
1. On June 29, 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 pricinpal amount of the Issuer's 4.25% Convertible Senior Notes due 2023 (the "Notes") for Common Shares. The number of Common Shares issuable to GCILP will be 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 will not be less than $2.50 (the "Low Exchange Price") or more than $3.50 (the "High Exchange Price"). As the Exchange Price is not yet known, the actual number of Common Shares issuable to GCILP pursuant to the Exchange Agreement is not yet known. However, assuming the Low Exchange Price and current exchange rates, GCILP would receive an aggregate of 30,701,880
2. (continued from footnote 1) Common Shares. Assuming the High Exchange Price and current exchange rates, GCILP would receive an aggregate of 21,929,914 Common Shares. The Reporting Persons have reported the minimum amount of Common Shares GCILP will receive in the exchange contemplated by the Exchange Agreement. To the extent GCILP receives more than 21,929,914 Common Shares upon completion of such exchange contemplated by the Exchange Agreement, the Reporting Persons will file an amendment to this Form 4.
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. GCIC, CBCH, CC, CIHL and Constellation Brands, Inc. are indirect beneficial owners of the reported shares.
4. These shares are owned directly by CBG Holdings LLC, which is a wholly-owned indirect subsidiary of Constellation Brands, Inc. Constellation Brands, Inc. is the only Reporting Person that has a pecuniary interest in these shares.
5. An amendment of the terms of the Notes was effected on June 29, 2022 (the "Amendment") which removed the conversion feature of the Notes by the Issuer irrevocably surrendering its right to settle the conversion of any Note by the issuance of Common Shares or a combination of cash and Common Shares. As a result, the conversion of any Note after June 29, 2022 will be settled in cash. Following the Amendment and completion of the exchange contemplated by the Exchange Agreement, GCILP will continue hold C$100,000,000 principal amount of Notes, however, it will no longer have beneficial ownership of any Common Shares as a result of its ownership of such Notes since such Notes are no longer convertible into Common Shares.
/s/ Brian Bennett, Vice President & Assistant Secretary of Constellation Brands, Inc. 07/01/2022
** Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership 07/01/2022
** Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation 07/01/2022
** Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC 07/01/2022
** Signature of Reporting Person Date
/s/ Brian Bennett, Assistant Secretary of Constellation Capital LLC 07/01/2022
** Signature of Reporting Person Date
/s/ Brian Bennett, Assistant Secretary of Constellation International Holdings Limited 07/01/2022
** 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 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 Number.


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