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Form 3 Canopy Growth Corp For: Apr 29 Filed by: Greenstar II LLC

May 4, 2021 4:22 PM
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 *
Greenstar II Holdings LLC
(Last) (First) (Middle)
207 HIGH POINT DRIVE
BUILDING 100
(Street)
VICTOR NY 14564
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2021 		3. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp [ CGC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (2) I by CBG Holdings LLC (1)
Tranche B Warrants (right to buy) (3) 11/01/2026 Common Shares 38,454,444 (4) I by CBG Holdings LLC (1)
Explanation of Responses:
1. These shares are owned directly by CBG Holdings, LLC ("CBG"), which is a wholly-owned subsidiary of Greenstar II LLC ("GSII"), which is a wholly-owned subsidiary of Greenstar II Holdings LLC ("GSII Holdings"), which is a wholly-owned subsidiary of Constellation Brands, Inc. ("CBI"). On April 29, 2021, GSII and GSII Holdings became indirect beneficial owners of these reported shares. (CBG and CBI have previously reported their ownership in such shares.)
2. These warrants have an exercise price of CAD 50.40, which, when using the exchange rate on May 3, 2021, is equivalent to $41.05.
3. These warrants became exercisable upon the full exercise of the Tranche A Warrants.
4. These warrants have an exercise price of CAD 76.68, which, when using the exchange rate on May 3, 2021, is equivalent to $62.45.
/s/ H. Elaine Ziakas, Assistant Secretary of Greenstar II Holdings LLC 05/04/2021
** Signature of Reporting Person Date
/s/ H. Elaine Ziakas, Assistant Secretary of Greenstar II LLC 05/04/2021
** 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).
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