Amended Statement of Changes in Beneficial Ownership (4/a)
July 19 2022 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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CONSTELLATION BRANDS, INC. |
2. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp
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CGC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
| X |
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Greenstar Canada Investment Limited Partnership 1055 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1 V6E 2E9 |
| X |
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Greenstar Canada Investment Corp 1055 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1 V6E 2E9 |
| X |
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Constellation Brands Canada Holdings ULC QUEEN'S MARQUE 600-1741 LOWER WATER STREET HALIFAX, A5 B3J 0J2 |
| X |
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Constellation Capital LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
| X |
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CONSTELLATION INTERNATIONAL HOLDINGS LTD 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
| X |
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Signatures
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/s/ Brian Bennett, Vice President & Assistant Secretary of Constellation Brands, Inc. | | 7/18/2022 |
**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 | | 7/18/2022 |
**Signature of Reporting Person | Date |
/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation | | 7/18/2022 |
**Signature of Reporting Person | Date |
/s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC | | 7/18/2022 |
**Signature of Reporting Person | Date |
/s/ Brian Bennett, Assistant Secretary of Constellation Capital LLC | | 7/18/2022 |
**Signature of Reporting Person | Date |
/s/ Brian Bennett, Assistant Secretary of Constellation International Holdings Limited | | 7/18/2022 |
**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 control number. |
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