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CONSTELLATION BRANDS, INC. — Director's Dealing 2020
Apr 1, 2020
30189_dirs_2020-04-01_1b0e69ec-5882-4f7a-a0e8-ac13224496d6.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Canopy Growth Corp (CGC)
CIK: 0001737927
Period of Report: 2020-04-01
Reporting Person: CONSTELLATION BRANDS, INC. (10% Owner)
Reporting Person: Greenstar Canada Investment Limited Partnership (10% Owner)
Reporting Person: Greenstar Canada Investment Corp (10% Owner)
Reporting Person: Constellation Brands Canada Holdings ULC (10% Owner)
Reporting Person: CONSTELLATION INTERNATIONAL HOLDINGS LTD (10% Owner)
Reporting Person: Constellation Capital LLC (10% Owner)
Reporting Person: CBG Holdings LLC (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Shares | 104500000 | Indirect |
| Common Shares | 18876901 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Tranche A Warrants (right to buy) | $ | 2023-11-01 | Common Shares (88472861.0) | Indirect | |
| Tranche B Warrants (right to buy) | $ | 2026-11-01 | Common Shares (38454444.0) | Indirect | |
| Tranche 1 Warrants (right to buy) | $ | 2020-05-01 | Common Shares (9438451.0) | Indirect | |
| Tranche 2 Warrants (right to buy) | $ | 2020-05-01 | Common Shares (9438450.0) | Indirect | |
| 4.25% Convertible Senior Notes due 2023 | $ | 2023-07-15 | Common Shares (4151540.0) | Indirect |
Footnotes
F1: These shares are owned directly by CBG Holdings LLC, which is a wholly-owned subsidiary of Constellation Brands, Inc.
F2: 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.
F3: 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.
F4: These warrants become exercisable upon the full exercise of the Tranche A Warrants.
F5: 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.
F6: 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.
F7: 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.