Sec Form 4 Filing - CAROTHERS TODD @ COUNTERPATH CORP - 2019-04-04

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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
CAROTHERS TODD
2. Issuer Name and Ticker or Trading Symbol
COUNTERPATH CORP [ CPAH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Sales & Marketing
(Last) (First) (Middle)
2323 HARTZELL STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2019
(Street)
EVANSTON, IL60201
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 12,574.1407 D
Common Shares 04/04/2019 A 96.1591 ( 1 ) A $ 1.8199 12,670.2998 D
Common Shares 04/04/2019 A 35.6749 ( 1 ) A $ 2.4527 12,705.9747 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 $ 19 07/25/2013 07/25/2018 Common 5,000 5,000 D
Stock Options $ 11.5 07/11/2014 07/11/2019 Common 10,000 15,000 D
Stock Options $ 5 07/17/2015 07/17/2020 Common 7,500 22,500 D
Stock Options $ 2.89 12/14/2017 12/14/2022 Common 50,000 72,500 D
Deferred Share Units ( 2 ) 09/03/2011 ( 2 ) Common 2,202.6 2,202.6 D
Deferred Share Units ( 2 ) 07/25/2011 ( 2 ) Common 1,621.6 3,824.29 D
Deferred Share Units ( 3 ) 12/14/2018 ( 3 ) Common 40,000 43,824.29 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CAROTHERS TODD
2323 HARTZELL STREET
EVANSTON, IL60201
EVP Sales & Marketing
Signatures
/s/ Todd Carothers 04/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were purchased through an Employee Share Purchase Plan.
( 2 )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 are fully vested.
( 3 )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 one third over three years beginning on the first anniversary of the grant date.

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