Sec Form 4/A Filing - Covington Capital Corp. @ COUNTERPATH CORP - 2011-07-28

FORM 4/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Covington Capital Corp. 2. Issuer Name and Ticker or Trading Symbol COUNTERPATH CORP [ CPAH] 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) SUITE 400,, 87 FRONT STREET EAST 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2011 (Street) TORONTO, A6M5E 1B8 4. If Amendment, Date Original Filed (MM/DD/YY) 06/25/2012 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,806,907 I Covington Venture Fund ( 3 ) Common Shares 07/28/2011 X 833,334 A $ 0.9 5,640,241 I Covington Venture Fund ( 3 ) Common Shares 06/19/2012 S 1,557,691 D $ 2.34 ( 1 ) 4,082,550 I Covington Venture Fund ( 3 ) Common Shares 06/19/2012 P 1,557,691 A $ 2.34 ( 1 ) 1,557,691 I Covington Fund II Inc. ( 4 ) Common Shares 06/19/2012 P 600,000 A $ 2.46 ( 2 ) 2,157,691 I Covington Fund II Inc. ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Warrants $ 2.25 07/31/2010 J( 5 ) 666,274 07/31/2008 07/31/2010 Common 666,274 $ 2.25 0 I Covington Venture Fund ( 3 ) Warrants $ 0.9 07/28/2011 X 833,334 10/29/2009 10/29/2011 Common 833,334 $ 0.9 0 I Covington Venture Fund ( 3 ) Warrants $ 3.25 06/19/2012 P 300,000 06/19/2012 06/19/2014 Common 300,000 $ 3.25 300,000 I Covington Fund II Inc. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Covington Capital Corp. SUITE 400, 87 FRONT STREET EAST TORONTO, A6M5E 1B8 X Covington Fund II Inc. SUITE 400, 87 FRONT STREET EAST TORONTO, A6M5E 1B8 X Signatures /s/ Phil Reddon 07/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Converted from Cdn $2.38 at Bank of Canada exchange rate of 0.9825 (1.0178) on June 19, 2012. ( 2 )Converted from Cdn $2.50 at Bank of Canada exchange rate of 0.9825 (1.0178) on June 19, 2012. ( 3 )Covington Capital Corp. exercises sole dispositive power over the shares of common stock held by Covington Venture Fund Inc. ( 4 )Covington Capital Corp. exercises sole dispositive power over the shares of common stock and warrants held by Covington Fund II Inc. ( 5 )These warrants expired unexercised on July 31, 2010.

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