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CONSTELLATION BRANDS, INC. — Director's Dealing 2024
Apr 19, 2024
30189_dirs_2024-04-19_92e49de8-2fc0-4100-ad36-b7dd0382d278.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Canopy Growth Corp (CGC)
CIK: 0001737927
Period of Report: 2024-04-18
Reporting Person: CONSTELLATION BRANDS, INC. (N/A)
Reporting Person: Greenstar Canada Investment Limited Partnership (N/A)
Reporting Person: Greenstar Canada Investment Corp (N/A)
Reporting Person: Constellation Brands Canada Holdings ULC (N/A)
Reporting Person: Constellation Capital LLC (N/A)
Reporting Person: CONSTELLATION INTERNATIONAL HOLDINGS LTD (N/A)
Reporting Person: CBG Holdings LLC (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-04-18 | Common Shares | J | 6699925 | — | Disposed | 0 | Indirect |
| 2024-04-18 | Common Shares | J | 10450000 | — | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-04-18 | Exchangeable Shares | $ | J | 6699925 | Acquired | Common Shares (6699925) | Indirect | |
| 2024-04-18 | Exchangeable Shares | $ | J | 10450000 | Acquired | Common Shares (10450000) | Indirect | |
| 2024-04-18 | Exchangeable Shares | $ | J | 9111549 | Acquired | Common Shares (9111549) | Indirect |
Footnotes
F1: On April 18, 2024, Greenstar Canada Investment Limited Partnership ("GCILP") and CBG Holdings LLC ("CBG") exchanged their Common Shares of Canopy Growth Corporation (the "Issuer") for non-voting and non-participating exchangeable shares ("Exchangeable Shares") of the Issuer on a one-for-one basis.
F2: In December 2023, the Issuer effected a reverse stock split at a ratio of one-for-ten. As a result, the Common Shares held by GCILP and CBG decreased by 60,299,333 Common Shares and 94,050,000 Common Shares, respectively.
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. ("CBI"). GCIC, CBCH, CC, CIHL and CBI are indirect beneficial owners of the reported shares.
F4: These shares are owned directly by CBG, which is a wholly-owned indirect subsidiary of CBI. CBI is the only Reporting Person that has a pecuniary interest in these shares.
F5: The Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. The Exchangeable Shares are perpetual and therefore have no expiration date.
F6: On April 18, 2024, GCILP entered into an Exchange Agreement, dated April 18, 2024 (the "Exchange Agreement"), with the Issuer whereby GCILP agreed to exchange a portion of the Issuer's C$100 million promissory note for 9,111,549 Exchangeable Shares. The number of Exchangeable Shares issued to GCILP was calculated based on a price per share of C$8.91. The price of derivative security reported in column 8 was based on an exchange rate of 1.3773 Canadian dollars to 1 U.S. dollar.