0000950170-24-046081.txt : 20240419 0000950170-24-046081.hdr.sgml : 20240419 20240419170010 ACCESSION NUMBER: 0000950170-24-046081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240418 FILED AS OF DATE: 20240419 DATE AS OF CHANGE: 20240419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSTELLATION BRANDS, INC. CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] ORGANIZATION NAME: 04 Manufacturing STATE OF INCORPORATION: DE FISCAL YEAR END: 0229 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858665 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 FORMER NAME: FORMER CONFORMED NAME: CONSTELLATION BRANDS INC DATE OF NAME CHANGE: 20000920 FORMER NAME: FORMER CONFORMED NAME: CANANDAIGUA BRANDS INC DATE OF NAME CHANGE: 19970902 FORMER NAME: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSTELLATION INTERNATIONAL HOLDINGS LTD CENTRAL INDEX KEY: 0001051699 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] ORGANIZATION NAME: 04 Manufacturing STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858660 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 FORMER NAME: FORMER CONFORMED NAME: CANANDAIGUA EUROPE LTD DATE OF NAME CHANGE: 19971217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Constellation Brands Canada Holdings ULC CENTRAL INDEX KEY: 0001679057 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] ORGANIZATION NAME: 07 Trade & Services STATE OF INCORPORATION: A5 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858662 BUSINESS ADDRESS: STREET 1: QUEEN'S MARQUE STREET 2: 600-1741 LOWER WATER STREET CITY: HALIFAX STATE: A5 ZIP: B3J 0J2 BUSINESS PHONE: (585) 678-7100 MAIL ADDRESS: STREET 1: QUEEN'S MARQUE STREET 2: 600-1741 LOWER WATER STREET CITY: HALIFAX STATE: A5 ZIP: B3J 0J2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Constellation Capital LLC CENTRAL INDEX KEY: 0001807236 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858661 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenstar Canada Investment Limited Partnership CENTRAL INDEX KEY: 0001746720 ORGANIZATION NAME: STATE OF INCORPORATION: A1 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858664 BUSINESS ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenstar Canada Investment Corp CENTRAL INDEX KEY: 0001746721 ORGANIZATION NAME: STATE OF INCORPORATION: A1 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858663 BUSINESS ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CBG Holdings LLC CENTRAL INDEX KEY: 0001749974 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24858659 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Canopy Growth Corp CENTRAL INDEX KEY: 0001737927 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 BUSINESS PHONE: 855-558-9333 MAIL ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 4 1 ownership.xml 4 X0508 4 2024-04-18 0001737927 Canopy Growth Corp CGC 0000016918 CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE BUILDING 100 VICTOR NY 14564 false false true false 0001746720 Greenstar Canada Investment Limited Partnership 1055 DUNSMUIR STREET SUITE 3000 VANCOUVER A1 V7X 1K8 BRITISH COLUMBIA, CANADA false false true false 0001746721 Greenstar Canada Investment Corp 1055 DUNSMUIR STREET SUITE 3000 VANCOUVER A1 V7X 1K8 BRITISH COLUMBIA, CANADA false false true false 0001679057 Constellation Brands Canada Holdings ULC QUEEN'S MARQUE 600-1741 LOWER WATER STREET HALIFAX A5 B3J 0J2 NOVA SCOTIA, CANADA false false true false 0001807236 Constellation Capital LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR NY 14564 false false true false 0001051699 CONSTELLATION INTERNATIONAL HOLDINGS LTD 207 HIGH POINT DRIVE BUILDING 100 VICTOR NY 14564 false false true false 0001749974 CBG Holdings LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR NY 14564 false false true false false Common Shares 2024-04-18 4 J false 6699925 D 0 I by Greenstar Canada Investment Limited Partnership Common Shares 2024-04-18 4 J false 10450000 D 0 I by CBG Holdings LLC Exchangeable Shares 2024-04-18 4 J false 6699925 A Common Shares 6699925 6699925 I by Greenstar Canada Investment Limited Partnership Exchangeable Shares 2024-04-18 4 J false 10450000 A Common Shares 10450000 10450000 I by CBG Holdings LLC Exchangeable Shares 2024-04-18 4 J false 9111549 6.47 A Common Shares 9111549 15811474 I by Greenstar Canada Investment Limited Partnership On April 18, 2024, Greenstar Canada Investment Limited Partnership ("GCILP") and CBG Holdings LLC ("CBG") exchanged their Common Shares of Canopy Growth Corporation (the "Issuer") for non-voting and non-participating exchangeable shares ("Exchangeable Shares") of the Issuer on a one-for-one basis. In December 2023, the Issuer effected a reverse stock split at a ratio of one-for-ten. As a result, the Common Shares held by GCILP and CBG decreased by 60,299,333 Common Shares and 94,050,000 Common Shares, respectively. These shares are owned directly by GCILP, whose general partner is Greenstar Canada Investment Corporation ("GCIC"), which is a wholly-owned subsidiary of Constellation Brands Canada Holdings ULC ("CBCH"), which is a wholly-owned subsidiary of Constellation Capital LLC ("CC"), which is a wholly-owned subsidiary of Constellation International Holdings Limited ("CIHL"), which is a wholly-owned subsidiary of Constellation Brands, Inc. ("CBI"). GCIC, CBCH, CC, CIHL and CBI are indirect beneficial owners of the reported shares. These shares are owned directly by CBG, which is a wholly-owned indirect subsidiary of CBI. CBI is the only Reporting Person that has a pecuniary interest in these shares. The Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. The Exchangeable Shares are perpetual and therefore have no expiration date. On April 18, 2024, GCILP entered into an Exchange Agreement, dated April 18, 2024 (the "Exchange Agreement"), with the Issuer whereby GCILP agreed to exchange a portion of the Issuer's C$100 million promissory note for 9,111,549 Exchangeable Shares. The number of Exchangeable Shares issued to GCILP was calculated based on a price per share of C$8.91. The price of derivative security reported in column 8 was based on an exchange rate of 1.3773 Canadian dollars to 1 U.S. dollar. /s/ Brian Bennett, Senior Vice President & Assistant Secretary of Constellation Brands, Inc. 2024-04-19 /s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation, acting as General Partner of Greenstar Canada Investment Limited Partnership 2024-04-19 /s/ Brian Bennett, Secretary of Greenstar Canada Investment Corporation 2024-04-19 /s/ Brian Bennett, Secretary of Constellation Brands Canada Holdings ULC 2024-04-19 /s/ Brian Bennett, Secretary of Constellation Capital LLC 2024-04-19 /s/ Brian Bennett, Secretary of Constellation International Holdings Limited 2024-04-19 /s/ Brian Bennett, Secretary of CBG Holdings LLC 2024-04-19