SEC FORM 4

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 RICHARD

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR

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)
Vice 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$238.31	04/20/2021		A		56,846		04/20/2022⁽¹⁾	04/20/2031	Class 1 (convertible) Common Stock	56,846	$0	56,846	D
Class B (convertible) Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	22,746,786		22,746,786	I	by RRAZ Holdings LLC⁽³⁾
Class B (convertible) Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	37,350		37,350	I	by RES Master LLC⁽⁴⁾⁽⁵⁾
Non-Qualified Stock Option (right to buy)	$24.5							04/03/2013⁽⁶⁾	04/03/2022	Class 1 (convertible) Common Stock	357,030		357,030	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$47.79							04/26/2014⁽⁶⁾	04/26/2023	Class 1 (convertible) Common Stock	167,370		167,370	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$79.61							04/28/2015⁽⁶⁾	04/28/2024	Class 1 (convertible) Common Stock	105,200		105,200	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$117.12							04/28/2016⁽⁶⁾	04/28/2025	Class 1 (convertible) Common Stock	94,170		94,170	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$156.84							04/25/2017⁽⁶⁾	04/25/2026	Class 1 (convertible) Common Stock	79,141		79,141	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$172.09							04/21/2018⁽⁶⁾	04/21/2027	Class 1 (convertible) Common Stock	84,970		84,970	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$228.26							04/23/2019⁽¹⁾	04/23/2028	Class 1 (convertible) Common Stock	66,895		66,895	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$207.48							04/23/2020⁽¹⁾	04/23/2029	Class 1 (convertible) Common Stock	73,087		73,087	I	by RES Master LLC⁽⁵⁾⁽⁷⁾
Non-Qualified Stock Option (right to buy)	$153.02							04/21/2021⁽¹⁾	04/21/2030	Class 1 (convertible) Common Stock	111,425		111,425	I	by RES Master LLC⁽⁵⁾⁽⁷⁾

Explanation of Responses:

1. This option becomes exercisable at the rate of 25% per year beginning on the date specified.

2. Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B.

3. 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.

4. Reflects a change in beneficial ownership of the reported shares of Class B Common Stock from direct to indirect. On October 13, 2020, the reporting person transferred these shares to RES Master LLC.

5. RES 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.

6. 100% of this option has become exercisable.

7. 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 RES 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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