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December 27, 2022
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 12, 2022
File No. 001-38496
Dear David Klein:
            We have reviewed your December 12, 2022 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
November 12, 2022 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Letter to Shareholders, page i
1.Revise the second paragraph of the Overview section of the letter to clarify what it means
to “accelerate entry into the U.S. Cannabis market.” With reference to your disclosures on
pages 13, 26 and elsewhere, please revise to explain that the newly formed Canopy USA
entity would acquire U.S. cannabis businesses that engage in the cultivation, processing
and/or distribution of cannabis in the United States, which violates U.S. federal laws.
2.We note your revised disclosure in response to prior comment 2 and reissue the comment
with respect to the purpose(s) of the new class of Exchangeable Shares.  Clarify why it is
important to give all Canopy shareholders the opportunity to “self-assess their level of
comfort with the Company’s exposure to the United States cannabis market.”  With
reference to the disclosure in the second paragraph on page 27, it is unclear whether the

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Canopy Growth Corporation
December 27, 2022
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new class of securities is designed to reduce legal risks to shareholders.
3.Please revise the third paragraph of the Overview to explain why it is prudent to provide
institutional shareholders, such as Constellation, with the option to convert their Shares
into Exchangeable Shares.  With reference to your response to prior comment 26, please
identify the “regulatory compliance” sought by Constellation and the “regulatory reasons”
that might force a Canopy shareholder to divest their equity interest in the company. In
this regard, it should be clear whether institutional shareholders face different or enhanced
risks as compared to retail investors.
4.We note your responses to prior comments 6 and 26. Please clarify your disclosure in the
third paragraph of the Overview section by explaining, if true, that Nasdaq has stated its
objection to your plan to consolidate the financial results of Canopy USA in the event that
Canopy USA closes on the acquisition of Wana, Jetty or the Fixed Shares of Acreage
because listed companies that consolidate revenues from activities that violate federal law
cannot continue to list on Nasdaq. Given that these acquisitions are conditioned on
shareholder approval of the Amendment Proposal, highlight that shareholder approval of
the Amendment Proposal could facilitate the delisting of your common shares from
Nasdaq and describe briefly the negative consequences resulting from such delisting.
5.We note references to your “interpretation of U.S. law” in the third and fourth paragraphs
of the Overview section of the letter; however, you do not state clearly your interpretation
or explain how that interpretation relates to the steps you are taking and the decisions that
shareholders will make when voting on the Amendment Proposal and determining
whether to convert their common shares to exchangeable shares.
6.Please revise the disclosure at the bottom of page i and top of page ii to explain briefly the
degree of control that Canopy will have over the Canopy USA entity and its US cannabis
operations.  With reference to your response to prior comment 28 and your disclosure on
page 18, please explain that Canopy has power over Canopy USA even though Canopy
does not have the ability to direct the business operations or activities of Canopy USA
while it holds Non-Voting Shares. Clarify that Canopy USA managers do not have any
fiduciary duties to the Canopy shareholders.
7.We re-issue prior comment 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. In your revisions,
please also explain whether Canopy USA will have the ability to dividend funds to
Canopy while the Non-Voting Share structure is in place, and whether Canopy will have
the ability or obligation to provide funds to Canopy USA.
8.We re-issue prior comment 5. We note your statements here and throughout your

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Canopy Growth Corporation
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document describing the highlights and potential benefits of your strategy. Please clearly
clarify throughout whether you believe you can realize the benefits of this strategy while
cannabis remains federally illegal in the U.S.
Structure of Canopy USA, page 17
9.We note your responses to prior comments 19 and 23.  Please provide us copies of the
Protection Agreement and the Canopy USA Operating Agreement.
Reasons for the Transaction and Recommendation of the Board, page 22
10.We note your response to prior comment 24. Please revise to present net income (loss). To
the extent that gross profit is a non-GAAP measure, please either remove this measure or
provide a reconciliation.
Exchangeable Shares, page 24
11.Please revise to disclose whether the Exchangeable Shares will be certificated and
whether holders can sell or transfer them.
Cannabis is a controlled substance in the United States..., page 26
12.Your disclosure indicates that you believe that Canopy “currently” complies with all
applicable laws and regulations.  Please expand the risk factor disclosure to clarify in the
event that Canopy USA acquires the U.S. entities whether you believe (i) Canopy would
continue to comply with all applicable laws and regulations and (ii) Canopy USA would
comply with all applicable laws and regulations.
Risk Factors Relating to the Amendment Proposal, page 26
13.We note the disclosure on page i explaining that the reorganization provides an “economic
and voting barrier” between: (i) Canopy and Canopy USA and (ii) Canopy shareholders
and Canopy USA.  We also note your reference to a “protective layer” on pages ii and 22.
With a view to disclosure, please tell what basis, if any, there is to believe that the
economic and voting barriers will reduce legal risk to (i) Canopy and (ii) Canopy holders
who elect to convert their common shares into exchangeable shares. In your response,
please discuss relevant laws and legal precedent.
General
14.We note your response to prior comment 26. However, we do not agree with your
conclusion that Rule 13e-3 does not apply to the Amendment Proposal.  In this regard,
both 13e-3(a)(3)(i)(C) and 13e-3(a)(3)(ii)(B) are applicable.  Accordingly, please comply
with all requirements of Rule 13e-3, including the filing of a Schedule 13E-3.  In addition,
we note that safe harbor protections for forward-looking statements contained in the
federal securities laws do not apply to statements made in connection with Rule 13e-3
transactions. Refer to Question 117.05 of the Going Private Transactions, Exchange Act

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David Klein
Canopy Growth Corporation
December 27, 2022
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Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26,
2009) available at www.sec.gov. Please revise your disclosure on pages 1-2 accordingly.
15.We note your response to prior comment 29. However, we do not agree that Item 13 and
Item 14 information with respect to the Wana and Jetty acquisitions is inapplicable to
these circumstances. Please note that the situation described in Note A of Schedule 14A is
presented as an example only; it is not intended to limit the extent to which Note A may
apply. In this regard, Note A's application is not limited to circumstances where the
approval is required to consummate the acquisition.  Rather, it applies when the matter to
be acted on involves other matters with respect to which information is called for by other
items in Schedule 14A. Here, your disclosure indicates that shareholder approval of the
Amendment Proposal is expected to enable Canopy USA to acquire Jetty and Wana,
which directly implicates Item 13 and Item 14. Accordingly, please revise to provide all
information required by Item 13 and Item 14 of Schedule 14A for these acquisitions.
16.Please provide us with your detailed legal analysis why the offer and sale of the
Exchangeable Shares are not required to be registered under the Securities Act.
            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