Sec Form 4 Filing - Klein David Eric @ Canopy Growth Corp - 2024-06-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Klein David Eric 2. Issuer Name and Ticker or Trading Symbol Canopy Growth Corp [ CGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CANOPY GROWTH CORPORATION, 1 HERSHEY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2024 (Street) SMITHS FALLS, A6K7A 0A8 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 06/10/2024 A 2,090 ( 1 ) A $ 0 261,860 ( 2 ) D Common Shares 06/10/2024 A 9,129 ( 3 ) A $ 0 270,989 D Common Shares 06/10/2024 A 98,815 ( 4 ) A $ 0 369,804 D Common Shares 06/10/2024 A 32,939 ( 5 ) A $ 0 402,743 D Common Shares 06/10/2024 S 1,779 ( 6 ) D $ 9.94 ( 7 ) 400,964 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 7.59 06/10/2024 A 360,636 ( 8 ) 06/10/2030 Common Shares 360,636 $ 0 360,636 D Stock Option $ 7.59 06/10/2024 A 40,071 ( 9 ) 06/10/2030 Common Shares 40,071 $ 0 40,071 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klein David Eric C/O CANOPY GROWTH CORPORATION 1 HERSHEY DRIVE SMITHS FALLS, A6K7A 0A8 X Chief Executive Officer Signatures /s/ Shai Marshall, Attorney-in-fact for David Eric Klein 06/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents conversion of performance stock units ("PSUs") to restricted stock units ("RSUs") upon determination by the Issuer's board of directors (the "Board") regarding the level of achievement of performance metrics, and such RSUs vested on June 9, 2024. ( 2 )On December 15, 2023, the Issuer effected a consolidation (the "Consolidation") of the Issuer's issued and outstanding Common Shares on the basis of one (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares. The amount of securities reported on this Form 4 have been adjusted to reflect the Consolidation. ( 3 )Represents conversion of PSUs to RSUs upon determination by the Issuer's Board regarding the level of achievement of performance metrics, and such RSUs vest on June 14, 2025. ( 4 )The shares reported herein were granted on June 10, 2024, in the form of RSUs. These RSUs vest in three equal installments on June 15, 2025, June 15, 2026 and June 15 2027. ( 5 )The shares reported herein were granted on June 10, 2024, in the form of RSUs. These RSUs vest on June 15, 2025. ( 6 )The shares reported as disposed herein were granted on June 9, 2021 as PSUs, and subsequently converted to RSUs. The disposition of shares is associated with tax obligations of the reporting person associated with the vesting of the RSUs. ( 7 )Price expressed in Canadian dollars, rounded to the nearest one hundredth. ( 8 )The options vest in three equal, annual installments on the first, second and third anniversaries of the grant date of June 10, 2024. ( 9 )The options vest on June 10, 2025.

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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.