Sec Form 4/A Filing - CONSTELLATION BRANDS, INC. @ Canopy Growth Corp - 2022-06-29

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FORM 4/A
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)
06/29/2022
(Street)
VICTOR, NY14564
4. If Amendment, Date Original Filed (MM/DD/YY)
07/01/2022
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 06/29/2022 J( 1 )( 2 ) 29,245,456( 1 )( 2 ) A $ 2.6245( 1 )( 2 ) 66,999,258( 1 )( 2 ) I by Greenstar Canada Investment Limited Partnership( 3 )
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
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 Capital LLC
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
CONSTELLATION INTERNATIONAL HOLDINGS LTD
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
Signatures
/s/ Brian Bennett, Vice President & Assistant Secretary of Constellation Brands, Inc. 07/18/2022
Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Corporation Limited Partnership 07/18/2022
Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation 07/18/2022
Signature of Reporting Person Date
/s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC 07/18/2022
Signature of Reporting Person Date
/s/ Brian Bennett, Assistant Secretary of Constellation Capital LLC 07/18/2022
Signature of Reporting Person Date
/s/ Brian Bennett, Assistant Secretary of Constellation International Holdings Limited 07/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported on the Form 4 filed by the Reporting Persons on July 1, 2022, Greenstar Canada Investment Limited Partnership ("GCILP") entered into an Exchange Agreement, dated June 29, 2022 (the "Exchange Agreement"), with the Issuer whereby GCILP agreed to exchange C$100 million principal amount of the Issuer's 4.25% Convertible Senior Notes due 2023 for Common Shares. The number of Common Shares issued to GCILP was calculated based on the volume-weighted average trading price of the Common Shares on the NASDAQ Global Select Market for a 10-day period beginning on and including June 30, 2022 (the "Exchange Price"), provided that the Exchange Price would not be less than $2.50 or more than $3.50. The Reporting Persons are filing this amended Form 4 to disclose the final amount of Common Shares issued to GCILP as a result of the exchange contemplated by the Exchange Agreement.
( 2 )(continued from footnote 1) The Exchange Price was $2.6245, and therefore, an aggregate of 29,245,456 Common Shares were issued to GCILP on July 18, 2022.
( 3 )These shares are owned directly by GCILP, whose general partner is Greenstar Canada Investment Corporation ("GCIC"), which is a wholly-owned subsidiary of Constellation Brands Canada Holdings ULC ("CBCH"), which 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. ("CBI"). GCIC, CBCH, CC, CIHL and CBI are indirect beneficial owners of the reported shares.

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