CounterPath : Statement of changes in beneficial ownership of securities (Amendment)

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

COUNTERPATH CORP

Form: 4/A

Date Filed: 2020-08-05

Corporate Issuer CIK: 1236997

• Copyright 2020, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

FORM 4

Check this box if no longer subject to Section

16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
Washington, D.C. 20549	OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	Estimated average burden hours
per response...	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

CAROTHERS TODD

COUNTERPATH CORP [CPAH]

(Check all applicable)

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

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

__X__ Officer (give title below)

_____ Other (specify below)

2323 HARTZELL STREET

07/02/2020

Chief Revenue Officer

(Street)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)

07/10/2020

_X_ Form filed by One Reporting Person

EVANSTON, IL 60201

___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Transaction

2A. Deemed

3. Transaction

4. Securities Acquired (A)

5. Amount of Securities Beneficially

6.

7. Nature

(Instr. 3)

Date

Execution Date, if

Code

or Disposed of (D)

Owned Following Reported Transaction(s)

Ownership

of Indirect

(Month/Day/Year)

any

(Instr. 8)

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

(Month/Day/Year)

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I)

Code

V

Amount

(D)

Price

(Instr. 4)

Common Shares

17,720.0285

D

Common Shares

07/02/2020

A

38.3466

A

$ 5.02

17,758.3751

D

(1)

Common Shares

07/02/2020

A

19.6533

A

$

17,778.0284

D

(1)

4.8979

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this

SEC 1474 (9-02)

form are not required to respond unless the form displays a currently valid

OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Derivative

Expiration Date

Underlying Securities

Derivative

Derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code

Securities

(Month/Day/Year)

(Instr. 3 and 4)

Security

Securities

Form of

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

(Instr. 8)

Acquired (A)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

or Disposed

Owned

Security:

(Instr. 4)

Security

of (D)

Following

Direct (D)

(Instr. 3, 4,

Reported

or Indirect

and 5)

Transaction(s)

(I)

(Instr. 4)

(Instr. 4)

Date

Expiration

Amount or

Title

Number of

Exercisable

Date

Code

V

(A)

(D)

Shares

Stock

$ 2.89

12/14/2017

12/14/2022

Common

50,000

50,000

D

Options

Deferred

(1)

Share

(1)

09/03/2011

Common

2,202.60

2,202.6

D

Units

Deferred

(1)

Share

(1)

07/25/2011

Common

1,621.6

3,824.29

D

Units

Deferred

(2)

Share

(2)

12/14/2018

Common

40,000

43,824.29

D

Units

Deferred

(2)

Share

(2)

11/04/2019

Common

25,000

68,824.29

D

Units

Deferred

(2)

Share

(2)

03/23/2020

Common

6,000

74,824.29

D

Units

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

CAROTHERS TODD

2323 HARTZELL STREET

Chief Revenue Officer

EVANSTON, IL 60201

Signatures

/s/ Todd Carothers

08/05/2020

**

Signature of Reporting Person

Date

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Explanation of Responses:

• 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).
  (1) These shares were purchased through an Employee Share Purchase Plan.

1. 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 vest one third over three years beginning on the first anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

FORM 4

Check this box if no longer subject to Section

16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
Washington, D.C. 20549	OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	Estimated average burden hours
per response...	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

CAROTHERS TODD

COUNTERPATH CORP [CPAH]

(Check all applicable)

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

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

__X__ Officer (give title below)

_____ Other (specify below)

2323 HARTZELL STREET

07/02/2020

Chief Revenue Officer

(Street)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)

07/10/2020

_X_ Form filed by One Reporting Person

EVANSTON, IL 60201

___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Transaction

2A. Deemed

3. Transaction

4. Securities Acquired (A)

5. Amount of Securities Beneficially

6.

7. Nature

(Instr. 3)

Date

Execution Date, if

Code

or Disposed of (D)

Owned Following Reported Transaction(s)

Ownership

of Indirect

(Month/Day/Year)

any

(Instr. 8)

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

(Month/Day/Year)

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I)

Code

V

Amount

(D)

Price

(Instr. 4)

Common Shares

17,720.0285

D

Common Shares

07/02/2020

A

38.3466

A

$ 5.02

17,758.3751

D

(1)

Common Shares

07/02/2020

A

19.6533

A

$

17,778.0284

D

(1)

4.8979

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this

SEC 1474 (9-02)

form are not required to respond unless the form displays a currently valid

OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Derivative

Expiration Date

Underlying Securities

Derivative

Derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code

Securities

(Month/Day/Year)

(Instr. 3 and 4)

Security

Securities

Form of

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

(Instr. 8)

Acquired (A)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

or Disposed

Owned

Security:

(Instr. 4)

Security

of (D)

Following

Direct (D)

(Instr. 3, 4,

Reported

or Indirect

and 5)

Transaction(s)

(I)

(Instr. 4)

(Instr. 4)

Date

Expiration

Amount or

Title

Number of

Exercisable

Date

Code

V

(A)

(D)

Shares

Stock

$ 2.89

12/14/2017

12/14/2022

Common

50,000

50,000

D

Options

Deferred

(1)

Share

(1)

09/03/2011

Common

2,202.60

2,202.6

D

Units

Deferred

(1)

Share

(1)

07/25/2011

Common

1,621.6

3,824.29

D

Units

Deferred

(2)

Share

(2)

12/14/2018

Common

40,000

43,824.29

D

Units

Deferred

(2)

Share

(2)

11/04/2019

Common

25,000

68,824.29

D

Units

Deferred

(2)

Share

(2)

03/23/2020

Common

6,000

74,824.29

D

Units

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

CAROTHERS TODD

2323 HARTZELL STREET

Chief Revenue Officer

EVANSTON, IL 60201

Signatures

/s/ Todd Carothers

08/05/2020

**

Signature of Reporting Person

Date

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Explanation of Responses:

• 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).
  (1) These shares were purchased through an Employee Share Purchase Plan.

1. 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 vest one third over three years beginning on the first anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.