Sec Form 4 Filing - MATTHEWS TERENCE H @ COUNTERPATH CORP - 2015-09-04

Insider filing report for Changes in Beneficial Ownership
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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
MATTHEWS TERENCE H
2. Issuer Name and Ticker or Trading Symbol
COUNTERPATH CORP [ CPAH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman
(Last) (First) (Middle)
390 MARCH ROAD, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
09/04/2015
(Street)
KANATA, A6K2K 0G7
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 8,893,025 I Kanata Research Park Corporation ( 2 )
Common Shares 09/05/2015 P 1,500,000 A $ 0.5 10,393,025 I Kanata Research Park Corporation ( 2 )
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
Deferred Share Units ( 1 ) 12/14/2009 ( 1 ) Common 48,387 48,387 D
Deferred Share Units ( 1 ) 06/18/2010 ( 1 ) Common 30,000 78,387 D
Deferred Share Units ( 1 ) 07/25/2011 ( 1 ) Common 16,216 94,603 D
Deferred Share Units ( 1 ) 07/19/2012 ( 1 ) Common 15,397 110,000 D
Deferred Share Units ( 1 ) 07/25/2013 ( 1 ) Common 22,625 132,625 D
Deferred Share Units ( 1 ) 07/11/2014 ( 1 ) Common 34,274 166,899 D
Deferred Share Units ( 1 ) 07/17/2015 ( 1 ) Common 72,113 239,012 D
Warrants $ 0.75 09/04/2015 P 750,000 09/04/2015 09/04/2017 Common Stock 750,000 $ 0 750,000 I Kanata Research Park Corporation ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATTHEWS TERENCE H
390 MARCH ROAD, SUITE 110
KANATA, A6K2K 0G7
X X Chairman
Signatures
/s/Terence Matthews 09/11/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each deferred share unit is convertible into one common share of CounterPath Corporation at no additional cost. There is no expiry date. The deferred share units vest immediately.
( 2 )Wesley Clover International Corporation is the sole shareholder of Kanata. Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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