Sec Form 4 Filing - MATTHEWS OWEN NICHOLAS @ COUNTERPATH CORP - 2021-03-01

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 OWEN NICHOLAS 2. Issuer Name and Ticker or Trading Symbol COUNTERPATH CORP [ CPAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) 1006 GOVERNMENT STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (Street) VICTORIA, A1V8W 1X7 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 227,746.7 D Common Shares 03/01/2021 J( 2 ) 227,746.7 D $ 3.49 0 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 Deferred Share Units ( 1 ) 12/14/2009 ( 1 ) Common 3,629 3,629 D Deferred Share Units ( 1 ) 06/18/2010 ( 1 ) Common 2,250 5,879 D Deferred Share Units ( 1 ) 07/25/2011 ( 1 ) Common 1,216.2 7,095.2 D Deferred Share Units ( 1 ) 07/19/2012 ( 1 ) Common 1,197.6 8,292.8 D Deferred Share Units ( 1 ) 07/25/2013 ( 1 ) Common 1,759.7 10,052.5 D Deferred Share Units ( 1 ) 07/11/2014 ( 1 ) Common 2,621 12,673.5 D Deferred Share Units ( 1 ) 07/17/2015 ( 1 ) Common 5,693.2 18,366.7 D Deferred Share Units ( 1 ) 07/14/2016 ( 1 ) Common 12,144 30,480.7 D Deferred Share Units ( 1 ) 07/14/2017 ( 1 ) Common 13,376 43,856.7 D Deferred Share Units ( 1 ) 07/26/2018 ( 1 ) Common 11,415 55,271.7 D Deferred Share Units ( 1 ) 11/04/2019 ( 1 ) Common 15,845 71,116.7 D Deferred Share Units ( 1 ) 03/01/2021 J( 2 ) 71,116.7 ( 1 ) ( 1 ) Common 71,116.7 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATTHEWS OWEN NICHOLAS 1006 GOVERNMENT STREET VICTORIA, A1V8W 1X7 X Vice Chairman Signatures /s/ Owen Matthews 03/03/2021 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. ( 2 )In connection with a merger with a subsidiary of Alianza, Inc., the common shares were acquired for $3.49 per common share and the deferred share units were cancelled in exchange for $3.49 per deferred share unit.

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).

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