Constellation Brands, Inc. - Apr 18, 2024 Form 4 Insider Report for Canopy Growth Corp (CGC)

Role: 10%+ Owner
Signature: /s/ Brian Bennett, Senior Vice President & Assistant Secretary of Constellation Brands, Inc.
Stock symbol: CGC
Transactions as of: Apr 18, 2024
Transactions value $: $58,951,722
Form type: 4
Date filed: 4/19/2024, 05:00 PM
Previous filing: Jul 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CGC	Common Shares	Other		-6.7M	-100%		0	Apr 18, 2024	by Greenstar Canada Investment Limited Partnership	F1, F2, F3
transaction	CGC	Common Shares	Other		-10.5M	-100%		0	Apr 18, 2024	by CBG Holdings LLC	F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CGC	Exchangeable Shares	Other		+6.7M			6.7M	Apr 18, 2024	Common Shares	6.7M		by Greenstar Canada Investment Limited Partnership	F1, F3, F5
transaction	CGC	Exchangeable Shares	Other		+10.5M			10.5M	Apr 18, 2024	Common Shares	10.5M		by CBG Holdings LLC	F1, F4, F5
transaction	CGC	Exchangeable Shares	Other	$59M	+9.11M	+135.99%	$6.47	15.8M	Apr 18, 2024	Common Shares	9.11M		by Greenstar Canada Investment Limited Partnership	F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.