SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SANDS ROBERT

(Last) (First) (Middle)
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100

(Street)
VICTOR NY 14564

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]
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 of the Board
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/23/2020 C 61,613 A (1) 616,148 D
Class A Common Stock 07/23/2020 S 18,577 D $180.0852(2) 597,571 D
Class A Common Stock 07/23/2020 S 31,056 D $181.1334(3) 566,515 D
Class A Common Stock 07/23/2020 S 11,980 D $181.8454(4) 554,535 D
Class A Common Stock 07/23/2020 C 110,756 A (1) 665,291 D
Class A Common Stock 07/23/2020 S 59,675 D $179.2616(5) 605,616 D
Class A Common Stock 07/23/2020 S 16,604 D $180.3528(6) 589,012 D
Class A Common Stock 07/23/2020 S 34,477 D $181.4131(7) 554,535 D
Class A Common Stock 07/24/2020 C 14,244 A (1) 568,779 D
Class A Common Stock 07/24/2020 S 14,244 D $179.0001(8) 554,535 D
Class A Common Stock 5,483,842(9) I by RRAZ Holdings LLC(10)
Class A Common Stock 1,769(11) I By Spouse
Class A Common Stock 19,329 I by Pamela K. Sands 2016 Descendants' Trust(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $20.6 07/23/2020 M 61,613 04/05/2012(13) 04/05/2021 Class 1 (convertible) Common Stock 61,613 $0 0 D
Class 1 (convertible) Common Stock (14) 07/23/2020 M 61,613 (14) (14) Class A Common Stock 61,613 $20.6 779,965 D
Class 1 (convertible) Common Stock (14) 07/23/2020 C 61,613 (14) (14) Class A Common Stock 61,613 $0 718,352 D
Class 1 (convertible) Common Stock (14) 07/23/2020 C 110,756 (14) (14) Class A Common Stock 110,756 $0 607,596 D
Class 1 (convertible) Common Stock (14) 07/24/2020 C 14,244 (14) (14) Class A Common Stock 14,244 $0 593,352 D
Explanation of Responses:
1. The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.
2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $179.5600 to $180.5000, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
3. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $180.5350 to $181.5100, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $181.5300 to $182.5300, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
5. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $179.0000 to $179.9950, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
6. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $180.0000 to $180.9900, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
7. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $181.000 to $181.9050, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
8. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $179.0000 to $179.0100, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
9. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
10. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in various Sands Family limited partnerships. The reporting person is a member and co-manager of RRA&Z.
11. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
12. These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
13. 100% of this option has become exercisable.
14. Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange.
Remarks:
/s/ H. Elaine Ziakas for Robert Sands 07/27/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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