Sec Form 4 Filing - Covington Capital Corp. @ COUNTERPATH CORP - 2016-02-04

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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
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 WEST
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2016
(Street)
TORONTO, A6M5E 1B8
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 411,701 ( 3 ) I Covington Venture Fund ( 1 )
Common Shares 05/16/2014 S 411,701 ( 3 ) D $ 0 0 I Covington Venture Fund ( 1 )
Common Shares 215,769 ( 3 ) I Covington Fund II Inc. ( 2 )
Common Shares 05/16/2014 P 411,701 ( 3 ) A $ 0 627,470 ( 3 ) I Covington Fund II Inc. ( 2 )
Common Shares 02/04/2016 S 200,000 D $ 3 427,470 I Covington Fund II Inc. ( 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)
(In str. 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 $ 32.5 ( 3 ) 06/19/2014 J( 4 ) 30,000 ( 3 ) 06/19/2012 06/19/2014 Common 30,000 ( 3 ) $ 0 30,000 ( 3 ) I Covington Fund II Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Covington Capital Corp.
SUITE 400, 87 FRONT STREET WEST
TORONTO, A6M5E 1B8
X
Signatures
/s/ Scott D. Clark 02/11/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Covington Capital Corp. exercises sole dispositive power over the shares of common stock held by Covington Venture Fund Inc.
( 2 )Covington Capital Corp. exercises sole dispositive power over the shares of common stock and warrants held by Covington Fund II Inc.
( 3 )Reflects a one-for-ten stock split of the Issuer's issued and outstanding shares of common stock effective November 2, 2015.
( 4 )These warrants expired, unexercised on June 19, 2014.

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