SEC Form SC 13D/A filed by Canopy Growth Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Canopy Growth Corporation

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

901164

(CUSIP Number)

Lloyd H. Spencer, Esq.

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, D.C. 20001

(202) 585-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 29, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 7 (this “Amendment”) is being filed by Greenstar Canada Investment Limited Partnership (“Greenstar LP”), Greenstar Canada Investment Corporation (“GCIC”), Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited, and Constellation Brands, Inc. (“Constellation”) (collectively, the “Reporting Persons”), pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment amends the Schedule 13D filed on July 17, 2018 by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation (the “Initial Schedule 13D”), as the Initial Schedule 13D was amended by (i) Amendment No. 1 filed on August 16, 2018 (the “First Amendment”), by the Reporting Persons and CBG Holdings LLC (“CBG”), (ii) Amendment No. 2 filed on November 2, 2018 (the “Second Amendment”) by CBG and Constellation, (iii) Amendment No. 3 filed on December 3, 2018 (the “Third Amendment”) by the Reporting Persons, (iv) Amendment No. 4 filed on July 3, 2019 (the “Fourth Amendment”) by the Reporting Persons and CBG; (v) Amendment No. 5 filed on May 4, 2020 (the “Fifth Amendment) by the Reporting Persons; and (vi) Amendment No. 6 filed on April 29, 2021 (the “Sixth Amendment” and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Initial Schedule 13D, the “Schedule 13D”) by the Reporting Persons, CBG, Greenstar II LLC (“GII”), and Greenstar II Holdings LLC (“GIIH”).

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The title and class of equity securities to which this Amendment relates is the Common Shares, no par value (the “Common Shares”), of Canopy Growth Corporation, a company organized and existing under the laws of Canada (the “Issuer” or “Canopy”). The principal executive offices of the Issuer are located at 1 Hershey Drive, Smiths Falls, Ontario Canada, K7A 0A8.

Item 2. Identity and Background.

Paragraphs (a) – (c) of Item 2 of the Schedule 13D is hereby revised and supplemented with the following:

(a) – (c)    Current information concerning the identity and background of each executive officer and director of CBG, GII, GIIH, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation is set forth on Annex A (collectively, the “Covered Persons”), attached hereto and incorporated herein by reference.

Paragraphs (d) - (e) of Item 2 of the Schedule 13D is hereby revised and supplemented with the following:

(d) – (e) None of the Reporting Persons or, to the best knowledge of Greenstar LP, any of the Covered Persons has, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby revised and supplemented with the following:

As described below in Item 4, Greenstar LP will exchange C$100 million principal amount of the Issuer’s 4.25% Convertible Senior Notes due 2023 (the “Notes”) for Common Shares of the Issuer.

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Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby revised and supplemented with the following:

Greenstar LP entered into an Exchange Agreement, dated June 29, 2022 (the “Exchange Agreement”), with Canopy, pursuant to which Greenstar LP agreed to exchange C$100 million principal amount of Notes for Common Shares of Canopy (other than in respect of accrued but unpaid interest which will be paid in cash). The final number of Common Shares issuable to Greenstar LP 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 Greenstar LP pursuant to the Exchange Agreement is not yet known. However, assuming the Low Exchange Price and current exchange rates, Greenstar LP would receive an aggregate of 30,701,880 Common Shares, representing approximately 7.6% of the issued and outstanding Common Shares as of June 29, 2022. Assuming the High Exchange Price and current exchange rates, Greenstar LP would receive an aggregate of 21,929,914 Common Shares, representing approximately 5.4% of the issued outstanding Common Shares as of June 29, 2022.

Following the completion of the exchange contemplated by the Exchange Agreement (including the issuance of additional Common Shares to all other exchanging holders of the Notes) Greenstar LP would hold 68,455,682 Common Shares (representing approximately 14.2% of the then issued and outstanding Common Shares) at the Low Exchange Price and 59,683,716 Common Shares (representing approximately 13.0% of the then issued and outstanding Common Shares) at the High Exchange Price.

Greenstar LP will continue to hold C$100 million principal amount of Notes, however, the terms of the Notes were amended on June 29, 2022 to remove the conversion feature of the Notes by Canopy 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.

Except as set forth in this Amendment, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D. The Reporting Persons may evaluate on a continuing basis their investment in the Issuer and expect that they may from time to time acquire or dispose of Common Shares or other securities of the Issuer. The Reporting Persons may purchase or sell Common Shares or exercise the warrants in the future, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic conditions and other available investment opportunities. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, the Reporting Persons may develop other plans or intentions in the future relating to one or more of the actions described in Item 4(a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Paragraphs (a) – (c) of Item 5 of the Schedule 13D is hereby revised and supplemented as follows:

(a) – (c) Greenstar LP has direct beneficial ownership of 59,683,716 Common Shares (including the 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price), representing approximately 13.0% of the issued and outstanding Common Shares of the Issuer as of June 29, 2022, as provided to the Reporting Persons by the Issuer (plus (i) 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price, and (ii) 34,073,165 Common Shares that were issued to other holders of Notes that also entered into exchange agreements with the Issuer to exchange their Notes for Common Shares). To the extent Greenstar LP receives more than 21,929,914 Common Shares upon completion of the exchange contemplated by the Exchange Agreement and such additional Common Shares represents a material change, Greenstar LP and the other Reporting Persons will file an amendment to the Schedule 13D. GCIC is the general partner of Greenstar LP and is wholly-owned by Constellation Brands Canada Holdings ULC, which in turn is wholly-owned by Constellation Capital LLC, which in turn is wholly-owned by Constellation International Holdings Limited, which in turn is wholly-owned by Constellation.

Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than

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as previously disclosed, the Covered Persons do not beneficially own any Common Shares as of June 30, 2022 other than Judy A. Schmeling, who holds 34,593 Common Shares which were acquired following the vesting of restricted stock units acquired as compensation for her position as a director of the Issuer, including 13,393 restricted stock units acquired on June 30, 2022, and restricted stock units convertible into 26,786 Common Shares, which were acquired on June 8, 2022 as compensation for her position as a director of the Issuer and that vest in two equal installments on September 30, 2022 and December 31, 2022. The Reporting Persons disclaim beneficial ownership of each Covered Person’s Common Shares and such Common Shares are excluded from the aggregate amounts reported by the Reporting Persons in this Amendment and Schedule 13D.

Except as set forth herein, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the Covered Persons, has engaged in any transaction involving any Common Shares during the 60-day period ended June 30, 2022 other than the grant of the restricted stock units to Ms. Schmeling on June 8, 2022 or the vesting of the restricted stock units granted to Ms. Schmeling on June 30, 2022.

The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 403,135,499 Common Shares outstanding, which is the total number of Common Shares outstanding as of June 29, 2022, as provided to the Reporting Persons by the Issuer, plus (i) in the case of Constellation 139,745,453 Common Shares underlying the warrants held by CBG that are exercisable within 60 days of the date hereof and are treated as issued and outstanding only for the purpose of computing the percentage ownership of the Reporting Persons pursuant to Rule 13d-3(1)(i) under the Exchange Act, and (ii) in the case of Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation (A) 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price and are treated as issued and outstanding only for the purpose of computing the percentage ownership of the Reporting Persons pursuant to Rule 13d-3(1)(i) under the Exchange Act, and (B) 34,073,165 Common Shares that were issued to other holders of Notes that also entered into exchange agreements with the Issuer to exchange their Notes for Common Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby revised and supplemented as follows:

In connection with the transactions described in Item 4 above, Greenstar LP and the Issuer entered into the Exchange Agreement (which is described in Item 4) on June 29, 2022. Other than as described in this Amendment and the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities, including the Common Shares.

Item 7. Material to Be Filed as Exhibits

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Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete and correct.

Dated: July 1, 2022

Annex A

The following is a list, as of June 30, 2022, of the executive officers and directors of each of CBG Holdings LLC, Greenstar II LLC, Greenstar II Holdings LLC, Greenstar Canada Investment Corporation, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation Brands, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly affiliated with Constellation Brands, Inc.) unless otherwise noted.

Executive Officers of CBG Holdings LLC:

Directors of CBG Holdings LLC:

Executive Officers of Greenstar II LLC:

Directors of Greenstar II LLC:

Executive Officers of Greenstar II Holdings LLC:

Directors of Greenstar II Holdings LLC:

Executive Officers of Greenstar Canada Investment Corporation:

Directors of Greenstar Canada Investment Corporation:

Executive Officers of Constellation Brands Canada Holdings ULC:

Directors of Constellation Brands Canada Holdings ULC:

Executive Officers of Constellation Capital LLC:

Directors of Constellation Capital LLC:

Executive Officers of Constellation International Holdings Limited:

Directors of Constellation International Holdings Limited:

Executive Officers of Constellation Brands, Inc.:

Directors of Constellation Brands, Inc.: