SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

JONES DONOVAN

(Last)

(First)

(Middle)

SUITE 300 - ONE BENTALL CENTRE

505 BURRARD STREET

(Street)

VANCOUVER

V7X 1M3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COUNTERPATH CORP [ CPAH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								71,934.846	D
Common Shares	07/20/2017		P		11,368	A	$2.2	83,302.846	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$13.1							06/12/2014⁽²⁾	12/12/2018	Common	40,000		40,000	D
Stock Options	$2.4							07/14/2016⁽²⁾	07/14/2021	Common	40,000		80,000	D
Deferred Share Units	⁽¹⁾							12/14/2009	⁽¹⁾	Common	16,129		16,129	D
Deferred Share Units	⁽¹⁾							06/18/2010	⁽¹⁾	Common	10,000		26,129	D
Deferred Share Units	⁽³⁾							09/27/2010	⁽³⁾	Common	50,000		76,129	D
Deferred Share Units	⁽¹⁾							07/25/2011	⁽¹⁾	Common	5,405.4		81,534.4	D
Deferred Share Units	⁽¹⁾							07/19/2012	⁽¹⁾	Common	3,421.6		84,956	D
Deferred Share Units	⁽¹⁾							07/25/2013⁽⁴⁾	⁽¹⁾	Common	5,027.8		89,983.8	D
Deferred Share Units	⁽¹⁾							07/11/2014⁽⁴⁾	⁽¹⁾	Common	12,096.8		102,080.6	D
Deferred Share Units	⁽¹⁾							07/17/2015⁽⁴⁾	⁽¹⁾	Common	15,940.8		118,021.4	D
Deferred Share Units	⁽¹⁾							07/14/2016⁽⁴⁾	⁽¹⁾	Common	16,152		134,173.4	D
Deferred Share Unit	⁽¹⁾							07/14/2017⁽⁴⁾	⁽¹⁾	Common	26,753		160,926.4	D

Explanation of Responses:

1. Each deferred share unit is convertible into one common share of CounterPath Corporation at no additional cost. There is no expiry date. Deferred Share Units vest as to one-third of the number granted on each of the first, second and third anniversaries of the grant date.

2. Options vest as to 12.5% after 6 months and 1/42 per month thereafter as per company plan.

3. Each deferred share unit is convertible into one common share of CounterPath Corporation at no additional cost. There is no expiry date. The deferred share units are fully vested.

4. The deferred share units vest one third over three years beginning on the first anniversary of the grant date.

	/s/ Donovan Jones	07/24/2017
	** 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 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).
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