Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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 ^* MATTHEWS TERENCE H	2. Issuer Name and Ticker or Trading Symbol COUNTERPATH CORP [ CPAH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman
(Last) (First) (Middle) 390 MARCH ROAD, SUITE 110	3. Date of Earliest Transaction (MM/DD/YYYY) 3/1/2021
(Street) KANATA, A6 K2K 0G7 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								1649112	I	Wesley Clover International Corporation ⁽¹⁾
Common Shares	3/1/2021		J⁽³⁾		1649112	D	$3.49	0	I	Wesley Clover International Corporation ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Share Units	⁽²⁾							12/14/2009	⁽²⁾	Common	4838.7		4838.7	D
Deferred Share Units	⁽²⁾							6/18/2010	⁽²⁾	Common	3000.0		7838.7	D
Deferred Share Units	⁽²⁾							7/25/2011	⁽²⁾	Common	1621.6		9460.3	D
Deferred Share Units	⁽²⁾							7/19/2012	⁽²⁾	Common	1539.7		11000.0	D
Deferred Share Units	⁽²⁾							7/25/2013	⁽²⁾	Common	2262.5		13262.5	D
Deferred Share Units	⁽²⁾							7/11/2014	⁽²⁾	Common	3427.4		16689.9	D
Deferred Share Units	⁽²⁾							7/17/2015	⁽²⁾	Common	7211.3		23901.2	D
Deferred Share Units	⁽²⁾							7/14/2016	⁽²⁾	Common	15345.0		39246.2	D
Deferred Share Units	⁽²⁾							7/14/2017	⁽²⁾	Common	16943		56189.2	D
Deferred Share Units	⁽²⁾							7/26/2018	⁽²⁾	Common	14459		70648.2	D
Deferred Share Units	⁽²⁾							11/4/2019	⁽²⁾	Common	12509		83157.2	D
Deferred Share Units	⁽²⁾							7/10/2020	⁽²⁾	Common	2000		81157.20	D
Deferred Share Units	⁽²⁾	3/1/2021		J ⁽³⁾			81157.2	⁽²⁾	⁽²⁾	Common	81157.2	⁽²⁾	0	D

Explanation of Responses:
(1)	Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.
(2)	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 immediately.
(3)	In connection with a merger with a subsidiary of Alianza, Inc., the common shares were acquired for $3.49 per common share and the deferred share units were cancelled in exchange for $3.49 per deferred share unit.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MATTHEWS TERENCE H 390 MARCH ROAD, SUITE 110 KANATA, A6 K2K 0G7	X	X	Chairman