Sec Form 4 Filing - CONSTELLATION BRANDS, INC. @ Canopy Growth Corp - 2024-04-18

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 CONSTELLATION BRANDS, INC. 2. Issuer Name and Ticker or Trading Symbol Canopy Growth Corp [ CGC] 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) 207 HIGH POINT DRIVE BUILDING 100, 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2024 (Street) VICTOR, NY14564 4. If Amendment, Date Original Filed (MM/DD/YY) 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 04/18/2024 J( 1 ) 6,699,925 ( 1 ) ( 2 ) D 0 ( 1 ) I by Greenstar Canada Investment Limited Partnership ( 3 ) Common Shares 04/18/2024 J( 1 ) 10,450,000 ( 1 ) ( 2 ) D 0 ( 1 ) I by CBG Holdings LLC ( 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 Exchangeable Shares ( 5 ) 04/18/2024 J( 1 ) 6,699,925 ( 1 ) ( 5 ) ( 5 ) Common Shares 6,699,925 ( 5 ) 6,699,925 I by Greenstar Canada Investment Limited Partnership ( 3 ) Exchangeable Shares ( 5 ) 04/18/2024 J( 1 ) 10,450,000 ( 1 ) ( 5 ) ( 5 ) Common Shares 10,450,000 ( 5 ) 10,450,000 I by CBG Holdings LLC ( 4 ) Exchangeable Shares ( 5 ) 04/18/2024 J( 6 ) 9,111,549 ( 5 ) ( 5 ) Common Shares 9,111,549 $ 6.47 ( 6 ) 15,811,474 I by Greenstar Canada Investment Limited Partnership ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Greenstar Canada Investment Limited Partnership 1055 DUNSMUIR STREET SUITE 3000 VANCOUVER, A1V7X 1K8 X Greenstar Canada Investment Corp 1055 DUNSMUIR STREET SUITE 3000 VANCOUVER, A1V7X 1K8 X Constellation Brands Canada Holdings ULC QUEEN'S MARQUE 600-1741 LOWER WATER STREET HALIFAX, A5B3J 0J2 X Constellation Capital LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X CONSTELLATION INTERNATIONAL HOLDINGS LTD 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X CBG Holdings LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Signatures /s/ Brian Bennett, Senior Vice President & Assistant Secretary of Constellation Brands, Inc. 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Limited Partnership 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of Constellation Capital LLC 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of Constellation International Holdings Limited 04/19/2024 Signature of Reporting Person Date /s/ Brian Bennett, Secretary of CBG Holdings LLC 04/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 18, 2024, Greenstar Canada Investment Limited Partnership ("GCILP") and CBG Holdings LLC ("CBG") exchanged their Common Shares of Canopy Growth Corporation (the "Issuer") for non-voting and non-participating exchangeable shares ("Exchangeable Shares") of the Issuer on a one-for-one basis. ( 2 )In December 2023, the Issuer effected a reverse stock split at a ratio of one-for-ten. As a result, the Common Shares held by GCILP and CBG decreased by 60,299,333 Common Shares and 94,050,000 Common Shares, respectively. ( 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. ( 4 )These shares are owned directly by CBG, which is a wholly-owned indirect subsidiary of CBI. CBI is the only Reporting Person that has a pecuniary interest in these shares. ( 5 )The Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. The Exchangeable Shares are perpetual and therefore have no expiration date. ( 6 )On April 18, 2024, GCILP entered into an Exchange Agreement, dated April 18, 2024 (the "Exchange Agreement"), with the Issuer whereby GCILP agreed to exchange a portion of the Issuer's C$100 million promissory note for 9,111,549 Exchangeable Shares. The number of Exchangeable Shares issued to GCILP was calculated based on a price per share of C$8.91. The price of derivative security reported in column 8 was based on an exchange rat e of 1.3773 Canadian dollars to 1 U.S. dollar.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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