Sec Form 3 Filing - Greenstar II Holdings LLC @ Canopy Growth Corp - 2021-04-29

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 Greenstar II Holdings LLC 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) 04/29/2021 (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 )

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) ( 2 ) 11/01/2018 11/01/2023 Common Shares 88,472,861 I by CBG Holdings LLC ( 1 ) Tranche B Warrants (right to buy) ( 4 ) ( 3 ) 11/01/2026 Common Shares 38,454,444 I by CBG Holdings LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greenstar II Holdings LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Greenstar II LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY14564 X Signatures /s/ H. Elaine Ziakas, Assistant Secretary of Greenstar II Holdings LLC 05/04/2021 Signature of Reporting Person Date /s/ H. Elaine Ziakas, Assistant Secretary of Greenstar II LLC 05/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by CBG Holdings, LLC ("CBG"), which is a wholly-owned subsidiary of Greenstar II LLC ("GSII"), which is a wholly-owned subsidiary of Greenstar II Holdings LLC ("GSII Holdings"), which is a wholly-owned subsidiary of Constellation Brands, Inc. ("CBI"). On April 29, 2021, GSII and GSII Holdings became indirect beneficial owners of these reported shares. (CBG and CBI have previously reported their ownership in such shares.) ( 2 )These warrants have an exercise price of CAD 50.40, which, when using the exchange rate on May 3, 2021, is equivalent to $41.05. ( 3 )These warrants became exercisable upon the full exercise of the Tranche A Warrants. ( 4 )These warrants have an exercise price of CAD 76.68, which, when using the exchange rate on May 3, 2021, is equivalent to $62.45.

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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