Sec Form 4 Filing - MATTHEWS TERENCE H @ COUNTERPATH CORP - 2019-11-04

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) 11/04/2019 (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 1,506,661 I Wesley Clover International Corporation ( 1 )

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 4,838.7 4,838.7 D Deferred Share Units ( 1 ) 06/18/2010 ( 1 ) Common 3,000 7,838.7 D Deferred Share Units ( 1 ) 07/25/2011 ( 1 ) Common 1,621.6 9,460.3 D Deferred Share Units ( 1 ) 07/19/2012 ( 1 ) Common 1,539.7 11,000 D Deferred Share Units ( 1 ) 07/25/2013 ( 1 ) Common 2,262.5 13,262.5 D Deferred Share Units ( 1 ) 07/11/2014 ( 1 ) Common 3,427.4 16,689.9 D Deferred Share Units ( 1 ) 07/17/2015 ( 1 ) Common 7,211.3 23,901.2 D Deferred Share Units ( 2 ) 07/14/2016 ( 2 ) Common 15,345 39,246.2 D Deferred Share Units ( 2 ) 07/14/2017 ( 2 ) Common 16,943 56,189.2 D Deferred Share Units ( 2 ) 07/26/2018 ( 2 ) Common 14,459 70,648.2 D Deferred Share Units ( 2 ) 11/04/2019 A 12,509 11/04/2019 ( 2 ) Common 12,509 ( 2 ) 83,157.2 D

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 11/05/2019 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 )Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

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).

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