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^*

WEISE FRANK E III

(Last)

(First)

(Middle)

61 SAGO PALM RD

(Street)

VERO BEACH

92963

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COTT CORP /CN/ [ COT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

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	02/02/2004		M		16,000	A	$7.14⁽¹⁾	279,950.333	D
Common Shares	02/02/2004		M		34,000	A	$6.09⁽²⁾	313,950.333	D
Common Shares	02/02/2004		S		7,000	D	$28⁽³⁾	306,950.333	D
Common Shares	02/03/2004		S		103,000	D	$27.96⁽⁴⁾	203,950.333⁽⁵⁾	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	$7.14⁽⁶⁾	02/02/2004		M			16,000	⁽⁷⁾	06/11/2005	Common Shares	16,000	$0	0	D
Stock Options	$6.09⁽⁸⁾	02/02/2004		M			34,000	⁽⁹⁾	07/27/2008	Common Shares	34,000	$0	0	D

Explanation of Responses:

1. The U.S. dollar price represents the conversion of (Cdn)$9.55 to U.S. dollars on the transaction date.

2. The U.S. dollar price represents the conversion of (Cdn)$8.15 to U.S. dollars on the transaction date.

3. The U.S. dollar price represents the conversion of (Cdn)$37.48 to U.S. dollars on the transaction date.

4. The U.S. dollar price represents the conversion of (Cdn)$37.40 to U.S. dollars on the transaction date.

5. Includes 201,778 Shares held directly; 2,172.14 vested Shares held pursuant to the Restated Cott USA 401(k) Savings and Retirement Plan (as at 12/31/03); and 0.193 Shares held in trust that were acquired pursuant to the Executive Incentive Share Compensation Plan (the "Plan") that vested on or before 01/02/04. The reporting individual also holds indirectly 53,263.73 unvested Shares held in trust that were acquired pursant to the Plan in 2001, 2002 and 2003.

6. The exercise price is (Cdn)$9.55 under the terms of the option plan pursuant to which Mr. Weise received the Stock Options. The price found in column 2 above represents the conversion of (Cdn)$9.55 to U.S. dollars on the date of the exercise.

7. Options vested at 216,670 on Dec 11, 1998 and thereafter at 36,111 per month for next 30 months.

8. The exercise price is (Cdn)$8.15 under the terms of the option plan pursuant to which Mr. Weise received the Stock Options. The price found in column 2 above represents the conversion of (Cdn)$8.15 to U.S. dollars on the date of the exercise.

9. Options vested at 32,000 on Jan 27, 2001 and thereafter at 5,600 per month for next 30 months on 27th of each month.

	Andrea Szanto, by power of attorney	02/04/2004
	** 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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