Sec Form 4 Filing - COUNTERPATH CORP @ COUNTERPATH CORP - 2009-12-14

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 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 COUNTERPATH CORP 2. Issuer Name and Ticker or Trading Symbol COUNTERPATH CORP [ CPAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 300-505 BURRARD STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2009 (Street) VANCOUVER, A1V7X 1M3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/10/2009 A 1,410.4539 ( 1 ) A $ 900 ( 2 ) 44,291.7474 D

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 Stock Options $ 1.95 05/31/2006 10/07/2010 Common 100,000 100,000 D Stock Options $ 1.95 04/07/2006 10/10/2015 Common 80,000 180,000 D Stock Option $ 1.95 06/10/2006 01/10/2016 Common 23,400 203,400 D Stock Option $ 3.05 06/23/2006 05/23/2016 Common 135,600 339,000 D Stock Options $ 1.75 11/14/2008 05/14/2013 Common 250,000 589,000 D Stock Options $ 0.62 04/17/2009 04/17/2014 Common 600,000 1,189,000 D Warrants $ 2.25 07/31/2008 07/31/2010 Common 16,657 16,657 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COUNTERPATH CORP 300-505 BURRARD STREET VANCOUVER, A1V7X 1M3 X President & CEO Signatures /s/ Donovan Jones 12/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased through an Employee Share Purchase Plan. ( 2 )Canadian dollars.

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.
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