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CounterPath Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22228P 20 3

(CUSIP Number)

Paul Chiarelli Secretary and Treasurer Wesley Clover Corporation 390 March Road, Suite 110 Kanata, Ontario, Canada K2K 0G Telephone: 613.271.5972

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

November 1, 2013

(Date of Event which Requires Filing of this Statement)

 

 

 

 

 

1.           Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Dr. Terence H. Matthews
2.           Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [     ]
3.           SEC Use Only
4.           Source of Funds (See Instructions):                                                                WC
5.           Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
6.           Citizenship or Place of Organization:                                                                Canada
Number of Shares Beneficially Owned by Each Reporting Person With	7.           Sole Voting Power                                                         0
	8.           Shared Voting Power                                     9,043,650 (1)(2)(3)(4)(5)
	9.           Sole Dispositive Power                                                 0
	10.         Shared Dispositive Power                           9,043,650 (1)(2)(3)(4)(5)
11.           Aggregate Amount Beneficially Owned by Each Reporting Person                              9,043,650 (1)(2)(3)(4)(5)
12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
13.           Percent of Class Represented by Amount in Row (11)                                                            21.4%(6)
14.           Type of Reporting Person (See Instructions):                                                                           IN

 

 

(1)	Includes 8,366,025 Shares that were previously held indirectly by Dr. Matthews through Wesley Clover Corporation. Kanata Research Park Corporation (“Kanata”) and Wesley Clover Corporation amalgamated with the resulting company being Kanata.

 

(2)	Wesley Clover International Corporation is the sole shareholder of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

 

(3)	Includes 260,000 Shares held by 346866 Canada Inc., a company wholly owned by Kanata.

 

(4)	Includes 18,000 Shares that may be acquired on the exercise of stock options held by Dr. Matthews.

 

(5)	Includes 132,625 Shares that may be acquired on the conversion of deferred share units held by Dr. Matthews.

 

(6)

Calculated based on the aggregate of 42,231,562 Shares, which consists of 42,080,937 Shares outstanding as of October 31, 2013, 132,625 shares that may be acquired on conversion of deferred share units within sixty days and 18,000 stock options exercisable within sixty days pursuant to Rule 13d-3 of the Act.

CUSIP No. 22228 P 20 3

 

1.           Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Kanata Research Park Corporation
2.           Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X  ] (b) [      ]
3.           SEC Use Only
4.           Source of Funds (See Instructions):                                                                WC
5.           Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
6.           Citizenship or Place of Organization:                                                                Canada
Number of Shares Beneficially Owned by Each Reporting Person With	7.           Sole Voting Power                                                        0
	8.           Shared Voting Power                                   8,633,025 (1)(2)
	9.           Sole Dispositive Power                                                0
	10.         Shared Dispositive Power                        8,633,025 (1)(2)
11.           Aggregate Amount Beneficially Owned by Each Reporting Person                           8,633,025 (1)(2)
12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
13.           Percent of Class Represented by Amount in Row (11)                                                       20.5%(3)
14.           Type of Reporting Person (See Instructions):                                                                           CO

 

 

(1)	These Shares were previously held indirectly by Dr. Matthews through Wesley Clover Corporation.  Kanata and Wesley Clover Corporation amalgamated with the resulting company being Kanata.

 

(2)	Wesley Clover International Corporation is the sole shareholder of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

 

(3)	Calculated based on 42,080,937 Shares outstanding as of October 31, 2013.

 

 

 

1.           Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   3468666 Canada Inc.
2.           Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [     ]
3.           SEC Use Only
4.           Source of Funds (See Instructions):                                                                WC
5.           Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
6.           Citizenship or Place of Organization:                                                                Canada
Number of Shares Beneficially Owned by Each Reporting Person With	7.           Sole Voting Power                                                        0
	8.           Shared Voting Power                                       260,000 (1)(2)
	9.           Sole Dispositive Power                                                0
	10.         Shared Dispositive Power                            260,000 (1)(2)
11.           Aggregate Amount Beneficially Owned by Each Reporting Person                               260,000 (1)(2)
12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
13.           Percent of Class Represented by Amount in Row (11)                                                          0.6%(3)
14.           Type of Reporting Person (See Instructions):                                                                           CO

 

 

(1)	Dr. Matthews is the sole director and officer of 3468666 Canada Inc. and Kanata is the sole shareholder of 3468666 Canada Inc.

 

(2)	Wesley Clover International Corporation is the sole shareholder of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

 

(3)	Calculated based on 42,080,937 Shares outstanding as of October 31, 2013.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

an extraordinary corporate transaction, such as a merger, reorganization of liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

a sale of transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)

any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

any other material change in the Issuer’s business or corporate structure;

 

(g)

changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)

any action similar to any of those enumerated above.

 

 

 

Reporting Person	Aggregate Number of Shares Beneficially Owned	Percentage of Outstanding Common Shares
Dr. Matthews	9,043,650(1)(2)	21.4%(3)
Kanata	8,633,025(2)	20.5%(4)
3468666	260,000	0.6%(4)

(1)

Calculated based on the (i) 8,633,025 Shares owned by Kanata, (ii) 260,000 shares owned by 3468666, (iii) 18,000 Shares subject to stock options held by Dr. Matthews that are currently exercisable and (iv) 132,625 Shares subject to deferred share units held by Dr. Matthews that are currently convertible.

 

(2)	Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Kanata as described in Item 2, Dr. Matthews may be deemed the beneficial owner of all of the Shares beneficially owned by Kanata.

 

(3)

Calculated based on the aggregate of 42,231,562 Shares, which consists of 42,080,937 Shares outstanding as of October 31, 2013, 132,625 shares that may be acquired on conversion of deferred share units within sixty days and 18,000 stock options exercisable within sixty days pursuant to Rule 13d-3 of the Act.

 

(4)	Calculated based on 42,080,937 Shares outstanding as of October 31, 2013.

 

 

 

 

 

Item 6.

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