Sec Form 3 Filing - CONSTELLATION BRANDS, INC. @ Canopy Growth Corp - 2020-04-01

FORM 3 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) 04/01/2020 (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 104,500,000 I by CBG Holdings LLC ( 1 ) Common Shares 18,876,901 I by Greenstar Canada Investment Limited Partnership ( 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) (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 Tranche A Warrants (right to buy) ( 3 ) 11/01/2018 11/01/2023 Common Shares 88,472,861 I by CBG Holdings LLC Tranche B Warrants (right to buy) ( 5 ) ( 4 ) 11/01/2026 Common Shares 38,454,444 I by CBG Holdings LLC Tranche 1 Warrants (right to buy) ( 6 ) 08/01/2018 05/01/2020 Common Shares 9,438,451 I by Greenstar Canada Investment Limited Partnership Tranche 2 Warrants (right to buy) ( 6 ) 02/01/2019 05/01/2020 Common Shares 9,438,450 I by Greenstar Canada Investment Limited Partnership 4.25% Convertible Senior Notes due 2023 ( 7 ) 01/15/2023 07/15/2023 Common Shares 4,151,540 I by Greenstar Canada Investment Limited Partnership

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 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1V6E 2E9 X Greenstar Canada Investment Corp 1055 WEST HASTINGS STREET SUITE 1700 VANCOUVER, A1V6E 2E9 X Constellation Brands Canada Holdings ULC QUEEN'S MARQUE 600-1741 LOWER WATER STREET HALIFAX, A5B3J 0J2 X CONSTELLATION INTERNATIONAL HOLDINGS LTD 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Constellation Capital LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X CBG Holdings LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Signatures /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands, Inc. 03/31/2020 Signature of Reporting Person Date /s/ H. Elaine Ziakas, Assistant Secretary of CBG Holdings LLC 03/31/2020 Signature of Reporting Person Date /s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership 03/31/2020 Signature of Reporting Person Date /s/ Barbara J. LaVerdi, Secretary of Greenstar Canada Investment Corporation 03/31/2020 Signature of Reporting Person Date /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Brands Canada Holdings ULC 03/31/2020 Signature of Reporting Person Date /s/ H. Elaine Ziakas, Assistant Secretary of Constellation International Holdings Limited 03/31/2020 Signature of Reporting Person Date /s/ H. Elaine Ziakas, Assistant Secretary of Constellation Capital LLC 03/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by CBG Holdings LLC, which is a wholly-owned subsidiary of Constellation Brands, Inc. ( 2 )These shares are owned directly by Greenstar Canada Investment Limited Partnership, which general partner is Greenstar Canada Investment Corporation ("GCIC"). Constellation Brands Canada Holdings ULC ("CBCH") wholly-owns GCIC and is also the limited partner of Greenstar Canada Limited Partnership. CBCH 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. GCIC, CBCH, CC, CIHL and Constellation Brands, Inc. are indirect beneficial owners of the reported shares. ( 3 )These warrants have an exercise price of CAD 50.40, which, when using the exchange rate on March 30, 2020, is equivalent to $35.5932. ( 4 )These warrants become exercisable upon the full exercise of the Tranche A Warrants. ( 5 )These warrants have an exercise price of CAD 76.68, which, when using the exchange rate on March 30, 2020, is equivalent to $54.1525. ( 6 )These warrants have an exercise price of CAD 12.9783, which, when using the exchange rate on March 30, 2020, is equivalent to $9.1655. ( 7 )Conversion of the notes prior to January 15, 2023 is limited to certain circumstances involving the sale price of the Common Shares and certain corporate events. The initial conversion rate of these notes is 20.7577 Common Shares per CAD 1,000. Subject to certain adjustments, the Issuer has the option to deliver cash, Common Shares, or a combination thereof, upon conversion of these notes.

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