ThZeal - The Zeal

SEC FORM 3 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^*

Stewart Thomas Carlton

(Last)

(First)

(Middle)

C/O CANOPY GROWTH CORPORATION

1 HERSHEY DRIVE

(Street)

SMITHS FALLS

K7A 0A8

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2025

3. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp [ CGC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 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	73,971⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option	⁽²⁾	07/15/2025	Common Shares	8,250	$445.8⁽¹⁰⁾	D
Stock Option	⁽³⁾	03/27/2026	Common Shares	421	$213.4⁽¹⁰⁾	D
Stock Option	⁽⁴⁾	06/09/2027	Common Shares	320	$308.7⁽¹⁰⁾	D
Stock Option	⁽⁵⁾	12/03/2027	Common Shares	4,151	$135.8⁽¹⁰⁾	D
Stock Option	⁽⁶⁾	06/14/2028	Common Shares	2,096	$48.4⁽¹⁰⁾	D
Stock Option	⁽⁷⁾	06/28/2029	Common Shares	13,532	$6.2⁽¹⁰⁾	D
Stock Option	⁽⁸⁾	06/10/2030	Common Shares	8,512	$7.59⁽¹¹⁾	D
Stock Option	⁽⁹⁾	06/03/2031	Common Shares	46,355	$1.47⁽¹¹⁾	D

Explanation of Responses:

1. The shares reported herein include (i) 11,536 restricted stock units ("RSUs") granted on August 22, 2023, which will vest in equal installments on the second and third anniversaries of the grant date; (ii) 6,997 RSUs granted on June 10, 2024, of which 3,499 will vest on June 15, 2026 and 3,498 will vest on June 15, 2027; and (iii) 55,400 RSUs granted on June 3, 2025, of which 18,467 will vest on June 15, 2026, 18,466 will vest on June 15, 2027, and 18,467 will vest on June 15, 2028.

2. The options were granted on July 15, 2019 and are fully vested and exercisable.

3. The options were granted on March 27, 2020 and are fully vested and exercisable.

4. The options were granted on June 9, 2021 and are fully vested and exercisable.

5. The options were granted on December 3, 2021 and are fully vested and exercisable.

6. The options were granted on June 14, 2022 and are fully vested and exercisable.

7. The options were granted on June 28, 2023, of which 6,766 are fully vested and exercisable and 6,766 will vest and become exercisable on the third anniversary of the grant date.

8. The options were granted on June 10, 2024, of which 2,837 are fully vested and exercisable, 2,838 will vest and become exercisable on the second anniversary of the grant date, and 2,837 will vest and become exercisable on the third anniversary of the grant date.

9. The options were granted on June 3, 2025, of which 18,467 will vest and become exercisable on the first anniversary of the grant date, 18,466 will vest and become exercisable on the second anniversary of the grant date, and 18,467 will vest and become exercisable on the third anniversary of the grant date.

10. The exercise price is expressed in Canadian dollars.

11. The exercise price is expressed in U.S. dollars.

Remarks:

Interim Chief Financial Officer. Exhibit 24 - Power of Attorney

	/s/ Shai Marshall, Attorney-in-Fact	07/11/2025
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.