SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Robert Sands Master Trust

(Last) (First) (Middle)
207 HIGH POINT DRIVE
BUILDING 100

(Street)
VICTOR NY 14564

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2021
3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
05/10/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 549,301 I by RSS Master LLC(1)
Class A Common Stock 5,483,842 I by RRAZ Holdings LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class 1 (convertible) Common Stock (3) (3) Class A Common Stock 593,352 (3) I by RSS Master LLC(1)
Class B (convertible) Common Stock (4) (4) Class A Common Stock 22,746,786 (4) I by RRAZ Holdings LLC(2)
Non-Qualified Stock Option (right to buy) 04/21/2021(5) 04/21/2030 Class 1 (convertible) Common Stock 131,088 153.02 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/26/2014(6) 04/26/2023 Class 1 (convertible) Common Stock 114,560 47.79 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/23/2019(5) 04/23/2028 Class 1 (convertible) Common Stock 45,480 228.26 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/21/2018(6) 04/21/2027 Class 1 (convertible) Common Stock 57,772 172.09 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/03/2013(6) 04/03/2022 Class 1 (convertible) Common Stock 212,380 24.5 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/28/2015(6) 04/28/2024 Class 1 (convertible) Common Stock 72,010 79.61 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/20/2022(5) 04/20/2031 Class 1 (convertible) Common Stock 66,878 238.31 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/28/2016(6) 04/28/2025 Class 1 (convertible) Common Stock 64,460 117.12 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/23/2020(5) 04/23/2029 Class 1 (convertible) Common Stock 85,985 207.48 I by RSS Master LLC(1)
Non-Qualified Stock Option (right to buy) 04/25/2017(6) 04/25/2026 Class 1 (convertible) Common Stock 54,168 156.84 I by RSS Master LLC(1)
1. Name and Address of Reporting Person*
Robert Sands Master Trust

(Last) (First) (Middle)
207 HIGH POINT DRIVE
BUILDING 100

(Street)
VICTOR NY 14564

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RSS Master LLC

(Last) (First) (Middle)
207 HIGH POINT DRIVE
BUILDING 100

(Street)
VICTOR NY 14564

(City) (State) (Zip)
Explanation of Responses:
1. RSS Master LLC is the direct owner of these securities. RSS Master LLC is a limited liability company that is wholly-owned by the Robert Sands Master Trust.
2. The reported shares are also indirectly owned by RSS Master LLC. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limitedpartnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RSS Master LLC is a member of RRA&Z. RSS Master LLC is a sole member limited liability company of which the Robert SandsMaster Trust is the sole owner.
3. 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.
4. 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.
5. This option becomes exercisable at the rate of 25% per year beginning on the date specified.
6. 100% of this option has become exercisable.
Remarks:
The Form 3 that was filed was intended to be filed jointly by Robert Sands Master Trust and RSS Master LLC. This Amendment is being filed solely to include RSS Master LLC as a reporting person.
/s/ Thomas Farace, Authorized Person, Robert Sands Master Trust 05/10/2021
/s/ Thomas Farace, Authorized Person, RSS Master LLC 05/10/2021
** 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 5 (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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