SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Klein David Eric (Last) (First) (Middle) C/O CANOPY GROWTH CORPORATION 1 HERSHEY DRIVE (Street) SMITHS FALLS A6 K7A 0A8 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2020	3. Issuer Name and Ticker or Trading Symbol Canopy Growth Corp [ CGC ]
		4. 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	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/01/2020
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	258,782(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(2)	12/06/2025	Common Shares	539,374	$24.72(3)	D

Explanation of Responses:

1. The common shares reported herein were granted on January 14, 2020 in the form of restricted stock units ("RSUs"), which includes 50,322 RSUs that vest on May 1, 2020; 33,272 RSUs that vest on May 1, 2021; 170,369 RSUs that vest on May 1, 2022; and 4,819 RSUs that vest on May 1, 2023.

2. On December 6, 2019, the reporting person was granted an option to purchase 1,618,122 shares of common shares. The option vests in three equal annual installments beginning on the second anniversary of the grant date based on satisfaction of certain performance criteria. The first of the performance criteria is tied directly to the market price of the common shares, and as such 539,374 options are reportable as of the date of this Form 3. The other options are subject to performance criteria that have not been met and therefore are not reported in Table II.

3. The exercise price is expressed in Canadian dollars.

Remarks:

The reporting person is filing this amendment to his Form 3 originally filed on April 1, 2020 to correct certain information relating to restricted stock units; stock options that were subject to performance conditions yet to be established by the issuer's board of directors; and performance share units that were subject to performance conditions yet to be established by the issuer's board of directors.

	/s/ David Eric Klein	06/03/2020
	** Signature of Reporting Person	Date
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