SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kovacevic Rade Nikola

(Last)

(First)

(Middle)

C/O CANOPY GROWTH CORPORATION

1 HERSHEY DRIVE

(Street)

SMITHS FALLS

K7A 0A8

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2020

3. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp [ CGC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	335,293⁽¹⁾	D
Common Shares	5,319	I	By spouse
Common Shares	4,314	I	By spouse's Canadian RESP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽²⁾	02/27/2023	Common Shares	13,333	$11.71⁽⁸⁾	D
Stock Option	⁽³⁾	06/28/2023	Common Shares	73,333	$8.18⁽⁸⁾	D
Stock Option	⁽⁴⁾	02/15/2024	Common Shares	60,000	$27.99⁽⁸⁾	D
Stock Option	⁽⁵⁾	12/24/2024	Common Shares	100,000	$36.34⁽⁸⁾	D
Stock Option	⁽⁶⁾	12/12/2025	Common Shares	32,315	$27.85⁽⁸⁾	D
Stock Option	⁽⁷⁾	03/27/2026	Common Shares	84,349	$21.34⁽⁸⁾	D

Explanation of Responses:

1. 42,174 of the shares reported herein were granted on March 27, 2020 in the form of restricted stock units, and will vest equally in three annual installments on the first, second and third anniversary of the grant date.

2. The options are fully vested.

3. The options were granted on June 28, 2017 and vest on the third anniversary of the grant date.

4. The options were granted on February 15, 2018 and vest in three equal annual installments on the first, second and third anniversaries of the grant date.

5. The options were granted on December 24, 2018 and vest in three equal annual installments on the first, second and third anniversaries of the grant date.

6. On December 12, 2019, the reporting person was granted an option to purchase 96,946 shares of common shares. The option vests in three equal annual installments beginning on the second anniversary of the grant date based on satisfaction of certain performance criteria. The first of the performance criteria is tied directly to the market price of the common shares, and as such 32,315 options are reportable as of the date of this Form 3. The other options are subject to performance criteria that have not been met and therefore are not reported in Table II.

7. The options were granted on March 27, 2020 and vest in three equal annual installments on the first, second and third anniversaries of the grant date.

8. The exercise price is expressed in Canadian dollars.

Remarks:

	/s/ Rade Nikola Kovacevic	04/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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