Filing Details

---

CounterPath Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22228P 20 3

(CUSIP Number)

Paul Chiarelli Secretary and Treasurer Wesley Clover International Corporation 390 March Road, Suite 110 Kanata, Ontario, Canada K2K 0G Telephone: 613.271.5972

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2016

(Date of Event which Requires Filing of this Statement)

CUSIP No. 22228P 20 3

(1)	Includes 39,246 shares that may be acquired on the conversion of deferred share units held by Dr. Matthews.

(2)	Includes 1,237,304 shares held by Kanata Research Park Corporation (“Kanata”) and 75,000 shares that may be acquired on the exercise of warrants held by Kanata.

(3)	Wesley Clover International Corporation is the sole shareholder of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

(4)

Calculated based on the aggregate of 5,121,191 shares, which consists of 5,006,945 shares outstanding as of December 15, 2016, and 75,000 shares that may be acquired on exercise of warrants exercisable within sixty days and 39,246 shares that may be acquired on conversion of deferred share units within sixty days, pursuant to Rule 13d-3 of the Act.

CUSIP No. 22228 P 20 3

(1)	Includes 75,000 shares that may be acquired on the exercise of warrants held by Kanata.

(2)	Wesley Clover International Corporation is the sole shareholder of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

(3)	Calculated based on the aggregate of 5,081,945 shares, which consists of 5,006,945 shares outstanding as of December 15, 2016, and 75,000 shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.

This Schedule 13D is being filed on behalf of Dr. Terence H. Matthews (“Dr. Matthews”) and Kanata Research Park Corporation (“Kanata” and, together with Dr. Matthews, collectively, the “Reporting Persons”) relating to the shares of common stock of CounterPath Corporation, a corporation existing under the laws of the State of Nevada (the “Issuer”).

This Statement relates to the shares of common stock (the “Shares”) of the Issuer.  The principal executive offices of the Issuer are located at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3.

This statement is filed by the Reporting Persons.

Dr. Matthews’ business address is 390 March Road, Suite 110, Kanata, Ontario, Canada K2K 0G7. Dr. Matthews is Chairman of Mitel Networks Corporation.  Dr. Matthews is a citizen of Canada.

Kanata, a corporation existing under the laws of Canada, is a company that owns and manages commercial real estate in Ottawa. Kanata’s principal business and principal office address is 555 Legget Drive, Suite 206, Kanata, Ontario, Canada K2K 2X3.  Wesley Clover International Corporation owns 100% of the issued and outstanding voting shares of Kanata.  Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Kanata, Dr. Matthews may be deemed the beneficial owner of all of the Shares beneficially owned by Kanata.  Dr. Matthews and Kanata may be regarded as a group for purposes of Rule 13d-5 under the Act.

For information with respect to each executive officer and director of Kanata see Appendix A attached hereto which is specifically incorporated herein by reference in its entirety.

Pursuant to a subscription agreement dated December 14, 2016, Kanata purchased an aggregate of 198,000 Shares at a price of US$2.05 per Share for aggregate proceeds of US$405,900.  The Shares were issued on December 15, 2016.

The Reporting Persons have acquired the Shares of the Issuer for investment purposes. In that connection, the Reporting Persons may have their representatives meet with management, directors or other shareholders of the Issuer from time to time to discuss the affairs of the Issuer. The Reporting Persons intend to monitor the business and affairs of the Issuer, including its financial performance, and depending upon these factors, market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer as they deem appropriate.  Alternatively, the Reporting Persons may dispose of some or all of the Shares in privately negotiated transactions or otherwise.

At this time and other than as described in Item 5 of this Schedule 13D, neither of the Reporting Persons nor, to their knowledge, any of their executive officers or directors, have the intention of acquiring additional Shares of the Issuer, although the Reporting Persons reserve the right to make additional purchases on the open market, in private transactions and from treasury.  Neither of the Reporting Persons nor, to their knowledge, any of their executive officers or directors, have any plans or proposals which relate to or would result in:

As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Shares set forth below:

(1)	Calculated based on the (i) 1,237,304 Shares owned by Kanata, (ii) 75,000 Shares subject to warrants held by Kanata that are currently exercisable and (iii) 39,246 Shares subject to deferred share units held by Dr. Matthews that are currently convertible.

(2)	Calculated based on the (i) 1,237,304 Shares owned by Kanata and (ii) 75,000 Shares subject to warrants held by Kanata that are currently exercisable.

(3)	Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Kanata as described in Item 2, Dr. Matthews may be deemed the beneficial owner of all of the Shares beneficially owned by Kanata.

(4)

Calculated based on the aggregate of 5,121,191 Shares, which consists of 5,006,945 Shares outstanding as of December 15, 2016, and 75,000 Shares that may be acquired on exercise of warrants exercisable within sixty days and 39,246 Shares that may be acquired on conversion of deferred share units within sixty days, pursuant to Rule 13d-3 of the Act.

(5)	Calculated based on the aggregate of 5,081,945 Shares, which consists of 5,006,945 Shares outstanding as of December 15, 2016, and 75,000 Shares that may be acquired on exercise of warrants exercisable within sixty days, pursuant to Rule 13d-3 of the Act.

Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Dr. Matthews may be deemed to have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 1,312,304 Shares owned by Kanata.  Dr. Matthews has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 39,246 Shares which may be acquired by Dr. Matthews upon the conversion of deferred share units.

Kanata does not have the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of any shares.

During the last 60 days and except as setout below there were no transactions in the Shares effected by the Reporting Persons, nor any of their directors or executive officers, general partners or members.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 1, with respect to the joint filing of this statement, and any amendment or amendments hereto.

There are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer other than as disclosed in this Schedule 13D.

A. Joint Filing Agreement

Signature

 

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date

Signature

Name/Title

KANATA RESEARCH PARK CORPORATION

Signature

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement:  provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)

EXHIBIT A

JOINT FILING AGREEMENT

This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001, of CounterPath Corporation, is being filed on behalf of each of the undersigned.

Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is individually eligible to use the schedule on which the information is filed, each person on whose behalf the Statement is filed is responsible for the timely filing of such Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Each of the undersigned agrees that Kanata shall be authorized to receive notices and communications on behalf of the undersigned relating to the Statement.

This Agreement may be executed in two or more counterparts by each of the undersigned, each of which, taken together, shall constitute one and the same instrument.

Dated:  December 22, 2016

Dr. Terence H. Matthews

Dated:  December 22, 2016

KANATA RESEARCH PARK CORPORATION

Name:   Dr. Terence H. Matthews

Title:  Director

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the information required by Instruction C to Schedule 13D with respect to Kanata Research Park Corporation.

KANATA RESEARCH PARK CORPORATION