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. 6)

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)

April 29, 2021

(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. 6 (this “Amendment”) is being filed by CBG Holdings LLC (“CBG”), Greenstar II LLC (“GII”), a Delaware limited liability company, Greenstar II Holdings LLC (“GIIH”), a Delaware limited liability company, 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 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 (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 Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited, CBG, and Constellation, (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 Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation, (iv) Amendment No. 4 filed on July 3, 2019 (the “Fourth Amendment”) by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited, CBG, and Constellation, and (v) Amendment No. 5 filed on May 4, 2020 (the “Fifth Amendment” and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Initial Schedule 13D, the “Schedule 13D”) by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited, and Constellation.

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.

Item 2 of the Schedule 13D is hereby amended and restated in it entirety as follows:

(a) – (c) This Statement is being filed by the following beneficial owners of Common Shares (each, a “Reporting Person”):

The principal office address or business address of Greenstar LP and of GCIC is 1055 West Hastings Street, Suite 1700, Vancouver, British Columbia V6E 2E9; of Constellation Brands Canada Holdings ULC is

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Queen’s Marque, 600-1741 Lower Water Street, Halifax, Nova Scotia B3J 0J2; and of each of the other Reporting Persons identified above is 207 High Point Drive, Victor, New York 14564.

The principal business of: (i) CBG is private investment; (ii) GII is private investment; (iii) GIIH is private investment; (iv) Greenstar LP is private investment; (v) GCIC is to serve as the general partner of Greenstar LP; (vi) Constellation Brands Canada Holdings ULC is private investment; (vii) Constellation Capital LLC is private investment; (viii) Constellation International Holdings Limited is private investment; and (ix) Constellation is a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy.

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.

(d) – (e) None of the Reporting Persons or, to the best knowledge of CBG and 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.

(f) CBG, GII, and GIIH are each Delaware limited liability companies; Greenstar LP and GCIC were each formed in British Columbia; Constellation Brands Canada Holdings ULC was formed in Nova Scotia; Constellation Capital LLC is a Delaware limited liability company; Constellation International Holdings Limited is a New York corporation; and Constellation Brands, Inc. is a Delaware corporation.

Item 4. Purpose of Transaction

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

Prior to April 29, 2021, CBG, GII and GIIH were each wholly-owned direct subsidiaries of Constellation. As previously reported and also as of April 29, 2021, CBG beneficially owned (i) 104,500,000 Common Shares of the Issuer, (ii) 88,472,861 Modified Tranche A Warrants exercisable at a price of C$50.40 per Common Share and expiring, in accordance with their terms, on November 1, 2023, (iii) 38,454,444 Modified Tranche B Warrants exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price of C$76.68 per share, and (iv) 12,818,148 Tranche C Warrants exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price based on the five-day volume-weighted trading price of the Issuer’s common shares on the Toronto Stock Exchange immediately prior to exercise. The Modified Tranche B Warrants and the Tranche C Warrants will expire on November 1, 2026. Additionally, the exercise price of the Tranche B Warrants and the Tranche C Warrants may be reduced in certain circumstances.

On April 29, 2021, in connection with an internal subsidiary reorganization Constellation contributed its entire interest in CBG to GII in exchange for additional common and new preferred membership interest units in GII, and then, also on April 29, 2021, Constellation contributed all the common and preferred membership interest units it held in GII to GIIH in exchange for additional common membership interests in GIIH. As a result of these membership interest contributions, GII and GIIH became Reporting Persons, GIIH remained a wholly-owned direct subsidiary of Constellation, and CBG and GII became wholly-owned indirect subsidiaries of Constellation. CBG continues to directly beneficially own the previously reported 104,500,000 Common Shares, the Modified Tranche A Warrants, the Modified Tranche B Warrants and the Tranche C Warrants.

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

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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) Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than as previously disclosed, the Covered Persons do not beneficially own any Common Shares as of April 29, 2021 other than Judy A. Schmeling, who holds 13,911 Common Shares which were acquired following the vesting of restricted stock units acquired as compensation for her position as a director of the Issuer. 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.

None of 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 April 29, 2021.

The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 376,840,247 Common Shares outstanding, which is the total number of Common Shares outstanding as of February 8, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2020, filed on February 9, 2021, plus in the case of Constellation, GII, GIIH, and CBG, 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.

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: April 29, 2021

Annex A

The following is a list, as of April 29, 2021, 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.: