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)
04/20/2021
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
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) $238.31 04/20/2021 A 66,878 04/20/2022(1) 04/20/2031 Class 1 (convertible) Common Stock 66,878 $0 66,878 D
Class 1 (convertible) Common Stock (2) (2) (2) Class A Common Stock 593,352 593,352 I by RSS Master LLC(3)(4)
Non-Qualified Stock Option (right to buy) $24.5 04/03/2013(5) 04/03/2022 Class 1 (convertible) Common Stock 212,380 212,380 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $47.79 04/26/2014(5) 04/26/2023 Class 1 (convertible) Common Stock 114,560 114,560 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $79.61 04/28/2015(5) 04/28/2024 Class 1 (convertible) Common Stock 72,010 72,010 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $117.12 04/28/2016(5) 04/28/2025 Class 1 (convertible) Common Stock 64,460 64,460 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $156.84 04/25/2017(5) 04/25/2026 Class 1 (convertible) Common Stock 54,168 54,168 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $172.09 04/21/2018(5) 04/21/2027 Class 1 (convertible) Common Stock 57,772 57,772 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $228.26 04/23/2019(1) 04/23/2028 Class 1 (convertible) Common Stock 45,480 45,480 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $207.48 04/23/2020(1) 04/23/2029 Class 1 (convertible) Common Stock 85,985 85,985 I by RSS Master LLC(4)(6)
Non-Qualified Stock Option (right to buy) $153.02 04/21/2021(1) 04/21/2030 Class 1 (convertible) Common Stock 131,088 131,088 I by RSS Master LLC(4)(6)
Explanation of Responses:
1. This option becomes exercisable at the rate of 25% per year beginning on the date specified.
2. 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.
3. Reflects a change in beneficial ownership of the reported shares of Class 1 Common Stock from direct to indirect. On February 8, 2021, the reporting person transferred these shares to RSS Master LLC.
4. RSS Master LLC is a limited liability company that is wholly-owned by a trust, for which the reporting person serves as trustee and is the sole beneficiary.
5. 100% of this option has become exercisable.
6. Reflects a change in beneficial ownership of the reported Non-Qualified Stock Options from direct to indirect. On November 16, 2020, the reporting person transferred the Non-Qualified Stock Options to RSS Master LLC.
Remarks:
/s/ H. Elaine Ziakas, Attorney-in-fact 04/22/2021
** 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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