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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/30/2021 |
3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) |
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: |
/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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |