CONSTELLATION BRANDS, INC. — Director's Dealing 2022

Jul 2, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Canopy Growth Corp (CGC)
CIK: 0001737927
Period of Report: 2022-06-29

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 Capital LLC (10% Owner)
Reporting Person: CONSTELLATION INTERNATIONAL HOLDINGS LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-29	Common Shares	J	21929914	—	Acquired	59683716	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-29	4.25% Convertible Senior Notes due 2023	$	J	4151540	Disposed		Common Shares (4151540)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	104500000	Indirect

Footnotes

F1: On June 29, 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 pricinpal amount of the Issuer's 4.25% Convertible Senior Notes due 2023 (the "Notes") for Common Shares. The number of Common Shares issuable to GCILP will be 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 will not be less than $2.50 (the "Low Exchange Price") or more than $3.50 (the "High Exchange Price"). As the Exchange Price is not yet known, the actual number of Common Shares issuable to GCILP pursuant to the Exchange Agreement is not yet known. However, assuming the Low Exchange Price and current exchange rates, GCILP would receive an aggregate of 30,701,880

F2: (continued from footnote 1) Common Shares. Assuming the High Exchange Price and current exchange rates, GCILP would receive an aggregate of 21,929,914 Common Shares. The Reporting Persons have reported the minimum amount of Common Shares GCILP will receive in the exchange contemplated by the Exchange Agreement. To the extent GCILP receives more than 21,929,914 Common Shares upon completion of such exchange contemplated by the Exchange Agreement, the Reporting Persons will file an amendment to this Form 4.

F3: 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. GCIC, CBCH, CC, CIHL and Constellation Brands, Inc. are indirect beneficial owners of the reported shares.

F4: These shares are owned directly by CBG Holdings LLC, which is a wholly-owned indirect subsidiary of Constellation Brands, Inc. Constellation Brands, Inc. is the only Reporting Person that has a pecuniary interest in these shares.

F5: An amendment of the terms of the Notes was effected on June 29, 2022 (the "Amendment") which removed the conversion feature of the Notes by the Issuer irrevocably surrendering its right to settle the conversion of any Note by the issuance of Common Shares or a combination of cash and Common Shares. As a result, the conversion of any Note after June 29, 2022 will be settled in cash. Following the Amendment and completion of the exchange contemplated by the Exchange Agreement, GCILP will continue hold C$100,000,000 principal amount of Notes, however, it will no longer have beneficial ownership of any Common Shares as a result of its ownership of such Notes since such Notes are no longer convertible into Common Shares.