CONSTELLATION BRANDS, INC. - 18 Apr 2024 Form 4 Insider Report for Canopy Growth Corp (CGC)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
19 Apr 2024, 17:00:10 UTC
Prior SEC filing
19 Jul 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Brian Bennett, Senior Vice President & Assistant Secretary of Constellation Brands, Inc.

Key filing fact

CONSTELLATION BRANDS, INC. filed Form 4 for Canopy Growth Corp (CGC) on 19 Apr 2024.

Key facts

  • This page summarizes CONSTELLATION BRANDS, INC.'s Form 4 filing for Canopy Growth Corp (CGC).
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 19 Apr 2024, 17:00.

Change

  • Previous filing in this sequence was filed on 19 Jul 2022.
  • Current net transaction value: +$58,951,722.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CGC transaction

Common Shares

Other

Transaction value
Shares
-6,699,925
Change %
-100%
Price
Shares after
0
Date
18 Apr 2024
Ownership
by Greenstar Canada Investment Limited Partnership
Footnotes
F1, F2, F3
CGC transaction

Common Shares

Other

Transaction value
Shares
-10,450,000
Change %
-100%
Price
Shares after
0
Date
18 Apr 2024
Ownership
by CBG Holdings LLC
Footnotes
F1, F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CGC transaction Derivative

Exchangeable Shares

Other

Transaction value
Shares
+6,699,925
Change %
Price
Shares after
6,699,925
Date
18 Apr 2024
Ownership
by Greenstar Canada Investment Limited Partnership
Underlying class
Common Shares
Underlying amount
6,699,925
Exercise price
Footnotes
F1, F3, F5
CGC transaction Derivative

Exchangeable Shares

Other

Transaction value
Shares
+10,450,000
Change %
Price
Shares after
10,450,000
Date
18 Apr 2024
Ownership
by CBG Holdings LLC
Underlying class
Common Shares
Underlying amount
10,450,000
Exercise price
Footnotes
F1, F4, F5
CGC transaction Derivative

Exchangeable Shares

Other

Transaction value
$58,951,722
Shares
+9,111,549
Change %
+136%
Price
$6.47
Shares after
15,811,474
Date
18 Apr 2024
Ownership
by Greenstar Canada Investment Limited Partnership
Underlying class
Common Shares
Underlying amount
9,111,549
Exercise price
Footnotes
F3, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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