SEC Form 4 · accession 0001225208-15-001777
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Sands
Officer — President & CEO · Director · 10% Owner
Period of report
Jan 20, 2015
Accepted (ET)
Jan 22, 2015 · 4:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000016918
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Dec 18, 2014 | G | 50,000 | $0.00 | D | 678,193 | D | |
| Class A Common Stock | Jan 20, 2015 | M | 71,757 | $27.235 | A | 749,950 | D | |
| Class A Common StockF1 | Jan 20, 2015 | S | 71,757 | $111.1778 | D | 678,193 | D | |
| Class A Common Stock | Jan 21, 2015 | M | 56,243 | $27.235 | A | 734,436 | D | |
| Class A Common StockF2 | Jan 21, 2015 | S | 56,243 | $110.2371 | D | 678,193 | D | |
| Class A Common StockF3,F4 | holding | — | — | — | 471,608 | I | by CWC Partnership I | |
| Class A Common StockF3,F5 | holding | — | — | — | 1,447,812 | I | by CWC Partnership II | |
| Class A Common StockF6,F7 | holding | — | — | — | 80,928 | I | by LES Holdings LLC | |
| Class A Common StockF6,F8 | holding | — | — | — | 73,800 | I | by MES Holdings LLC | |
| Class A Common StockF3,F9 | holding | — | — | — | 768 | I | by MLR&R | |
| Class A Common StockF10 | holding | — | — | — | 1,769 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F11 | $27.235 | Jan 20, 2015 | M | 71,757 | D | — | Apr 7, 2015 | Class A Common Stock | 71,757 | 56,243 | D |
| Non-Qualified Stock Option (right to buy)F11 | $27.235 | Jan 21, 2015 | M | 56,243 | D | — | Apr 7, 2015 | Class A Common Stock | 56,243 | 0 | D |
Explanation of responses
- F1Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $111.0000 to $111.3900, 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.
- F10These shares are included in this Report as a result of the reporting person's recent marriage. 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.
- F11100% of this option has become exercisable.
- F2Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $110.0000 to $110.9100, 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.
- F3Except 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.
- F4CWC Partnership I is a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.
- F5CWC Partnership II is a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest.
- F6The 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.
- F7LES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F8MES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F9M, L, R & R ("MLR&R") is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R.