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November 22, 2022
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Preliminary Proxy Statement on Schedule 14A
Filed October 25, 2022
File No. 001-38496
Dear David Klein:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Letter to Shareholders
Strategy to Fast Track Access into the U.S. Cannabis Market, page i
1.With reference to the October 27, 2022 article in The Canadian Press, which you filed as
definitive additional materials on the same date, please revise the letter to shareholders to
identify the aspect or aspects of Canopy’s proposed structure that are novel and whether
there are attendant business and/or regulatory risks.
2.Describe clearly the purpose(s) behind (i) the creation of the Canopy USA structure and
the transfer of US THC assets into it and (ii) the creation of a new class of Exchangeable
Shares.  Clarify, if true, that Canopy plans to restructure again to return to its historical
structure in the event that the US federal government legalizes cannabis.  In this regard, it
should be clear whether Canopy plans to (i) repurchase all shares of Canopy USA
Common Share equal to the greater of fair market value and $2,000,000 and (ii) eliminate

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Canopy Growth Corporation
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the class of Exchangeable Shares in the event that the US federal government legalizes
cannabis.
3.With reference to the disclosure on page 16, please identify the unnamed "Investor" who
currently holds all of the outstanding Canopy USA shares.
4.We note your statements here and elsewhere that this strategy will enable you to realize
value in the near term. We further note your disclosure elsewhere that Canopy's Non-
Voting Shares of Canopy USA do not carry voting rights, rights to receive dividends or
other rights. Please revise your disclosure here and throughout, where appropriate, to
further explain how this strategy will enable you to realize value in the near term. Also,
explain how the disclosure is consistent with your disclosure that you will have "no
economic interest" in Canopy USA.
5.We note your statements here and throughout your document describing the highlights
and potential benefits of your strategy. Please clarify throughout whether you believe you
can realize the benefits of this strategy while cannabis remains federally illegal in the U.S.
6.Please revise this section, where appropriate, to reflect your disclosure on page 23 that
Nasdaq objects to you consolidating the financial results of Canopy USA and views it as
impermissible under Nasdaq's general policies. In your revisions, please discuss whether
there is a material risk that your shares could be delisted from Nasdaq as a result of the
implementation of this strategy. Clarify more specifically the nature of Nasdaq's stated
objections to the structure, including whether it extends to the creation of the
Exchangeable Shares.
7.We note your statement that you anticipate financial benefit via revenue and cost
synergies "across Canopy" upon implementation of your strategy. Please revise to explain
how you will achieve financial benefit across Canopy while you own Non-Voting Shares
of Canopy USA and cannabis remains illegal in the U.S.
Relationship with Constellation Brands, page iii
8.Please revise your disclosure to clarify, if true, that a majority of your board of directors is
affiliated with Constellation.
Third-Party Information, page 2
9.We note your statement that you do not make any representation as to the accuracy
of information that you are including in the proxy statement.  Please either delete this
disclaimer or explain how it is consistent with your belief that the information is reliable.
Amendment Proposal
Background, page 11
10.Please revise this section to disclose the consideration you were, or will be, obligated to
pay to TerrAscend, Acreage, Wana, Jetty and Cultiv8 if the Amendment Proposal is

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Canopy Growth Corporation
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approved and Canopy USA consummates the option transactions with these entities.
Please also revise your document, where appropriate, to describe the material terms of
these proposed transactions, including any deferred or option exercise payments.
11.Please disclose the identity of the third-party investor of Jetty to whom Canopy USA
issued 1,000,000 Class A shares. Please also describe the consideration you received in
exchange for issuing shares to the third-party investor.
12.Your disclosure indicates that your Non-Voting Shares in Canopy USA represent
approximately 0.7% of the issued and outstanding shares in Canopy USA on an as-
converted basis. Your disclosure on page 16 indicates that you own 99.3% of the issued
and outstanding shares of Canopy USA on an as-converted basis. Please reconcile your
disclosure or advise.
13.Your disclosure indicates that you have the right to repurchase all shares of Canopy USA
that have been issued to the Investor at a price per share equal to the greater of fair market
value and $2,000,000. Please disclose how fair market value will be determined and who
will be responsible for the determination. Please also confirm whether "$2,000,000" refers
to the price per share or to the aggregate repurchase amount.
14.Please revise your disclosure to explain why the Acreage Debt Optionholder has agreed to
acquire an option to purchase the outstanding principal of Acreage's debt. In your
revisions, please explain whether the Option Premium would be returned to the Acreage
Debt Optionholder if the Amendment Proposal is not approved.
15.Please revise your disclosure in this section, where appropriate, to reflect your disclosure
on page 25 that you have not received audited financial statements from Wana or Jetty.
16.We note your disclosure on page 13 that Canopy finalized a structural path in August
2022 to form and transfer the Structured U.S. Investments after months of analysis and
structuring with legal counsel and financial and tax advisors.  Please revise to explain the
challenges faced in structuring the transaction and discuss, if applicable, why other
alternative structures were not pursued.  With a view to disclosure, please tell us whether
Canopy considered a spin-off with a pro rata distribution to its shareholders, and if so,
why this structure was not pursued.
Structure of Canopy USA, page 15
17.Please provide support for your assertion that Canopy USA is currently controlled by the
Investor who has acquired and continues to hold all of the outstanding Canopy USA
Common Shares.  In this regard, we note the following :
•Canopy has the right to appoint two of the four members of the Canopy USA board
of managers as compared to the Investor who only has the right to appoint one
manager.
•Pursuant to the Protection Agreement, Canopy retains the right to control Canopy
USA's actions with respect to several significant decisions related to its business

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Canopy Growth Corporation
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organizations, properties, assets, rights, employees, goodwill and business
relationships, as detailed on pages 16-17.
•Canopy has a call right to repurchase at any time all of the Canopy USA shares that
have been issued to the Investor.
18.Please revise your disclosure to present Canopy USA's current equityholders and their
ownership percentages.
19.Please tell us whether you have filed the Protection Agreement and if not, whether you
plan to do so prior to the Special Meeting.
20.Please revise to explain whether Canopy has information rights with respect to Canopy
USA. With a view to disclosure, please tell us whether Canopy and Canopy USA have
entered into any tax, operating or services agreements.
21.Explain whether the transfer or sale of the corporate assets to Canopy USA results in
material tax consequences for Canopy and/or Canopy’s shareholders. Similarly discuss
whether there would be material tax consequences in the event that Canopy converts its
Non-Voting Shares of Canopy USA. Discuss, as applicable, whether the chosen structure
includes tax arrangements between Canopy, Canopy USA or any other parties.
22.Please explain whether Canopy is contributing any assets to Canopy USA in addition to
the Structured U.S. Investments.  In this regard, it is unclear whether Canopy has
contributed or will contribute cash to Canopy USA and if so, how much. Discuss Canopy
USA’s short-term and long-term capital needs and whether it has raised funding from
third parties.
23.Please disclose the jurisdiction where Canopy USA is incorporated.  Please tell us whether
Canopy USA has a certificate of formation charter and an operating agreement that are or
will be publicly available. With a view to disclosure, please tell us whether the managers
and officers of Canopy USA will have any duties to Canopy’s shareholders regarding the
management of Canopy USA.
Reasons for the Transaction and Recommendation of the Board, page 17
24.We note your statement that you expect that Canopy USA will be accretive to your
shareholders based on a number of key metrics. Please present these metrics.
25.Please revise your statement that you believe you comply with all applicable laws and
regulations to reflect your disclosure on page 23 that Nasdaq has proposed to you that the
consolidation of Canopy USA is impermissible under Nasdaq's general policies.
Risk Factors Relating to the Amendment Proposal, page 21
26.To the extent that Canopy’s plan is reasonably likely to result in delisting from the Nasdaq
Global Select Market, please provide us an analysis regarding whether any of the
transactions are a Rule 13e-3 transaction.

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 Comapany NameCanopy Growth Corporation
 November 22, 2022 Page 5
 FirstName LastName
David Klein
Canopy Growth Corporation
November 22, 2022
Page 5
General
27.Please tell us your consideration, and revise your filing as necessary, for including
the financial statements of Acreage Holdings, Inc., Lemurian, Inc., Mountain High
Products, LLC, Wana Wellness, LLC and The Cima Group, LLC for the required periods
pursuant to Rule 3-05 of Regulation S-X and pro forma financial information as required
by Article 11 of Regulation S-X. Alternatively, provide us with the significance test
calculations of Rule 1-02 (w) of Regulation S-X, supporting your conclusion that these
entities' financial statements are not required to be presented. Refer to Item 13(a) and Note
A to Schedule 14A.
28.We note from page 17 that "Canopy is expected to consolidate the financial performance
of Canopy USA in accordance with accounting principles generally accepted in the United
States."  Please provide to us your analysis of how you concluded that consolidation is
appropriate under US GAAP.  Cite the accounting literature relied upon and describe how
you applied it your situation.
29.With reference to comment 27 above and Note A to Schedule 14A, please revise to
include the information required by Items 11, 13(a)(2) through (a)(6), and 14 of Schedule
14A with respect to the expected acquisitions by Canopy USA.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz