SEC Form 4 · accession 0001225208-15-009519
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Sands
Officer — Chairman of the Board · Director · 10% Owner
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 5:24 pm EDT
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 StockF2 | Apr 1, 2015 | J | 471,608 | $0.00 | D | 0 | I | by CWC Partnership I |
| Class A Common Stock | holding | — | — | — | 331,725 | D | ||
| Class A Common StockF3,F4 | holding | — | — | — | 768 | I | by MLR&R | |
| Class A Common StockF5 | holding | — | — | — | 15,720 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B (convertible) Common StockF2,F6 | — | Apr 1, 2015 | J | 5,431,712 | D | — | — | Class A Common Stock | 5,431,712 | 0 | I |
| Class B (convertible) Common StockF7,F6 | — | Mar 3, 2015 | G | 1,350,000 | D | — | — | Class A Common Stock | 1,350,000 | 0 | I |
| Class B (convertible) Common StockF5,F8,F6 | — | Mar 3, 2015 | G | 1,350,000 | A | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF6 | — | holding | — | — | — | — | — | Class A Common Stock | 37,350 | 37,350 | D |
| Class B (convertible) Common StockF3,F4,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 667,368 | 667,368 | I |
| Class B (convertible) Common StockF3,F9,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
Explanation of responses
- F1On April 1, 2015, the reporting person contributed his general partner interests in CWC Partnership I to a newly-formed limited partnership, A&Z 2015 Business Holdings LP ("A&Z Holdings"). The reporting person holds only limited partnership interests in A&Z Holdings.
- F2CWC Partnership I was a general partnership of which the reporting person was a managing partner and in which he had a pecuniary interest. On April 1, 2015, after the transaction reported in footnote (1) above, CWC Partnership I was dissolved.
- 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.
- F4M,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.
- F5The 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.
- F6Shares 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.
- F7Held by the Richard Sands Heirs' Trust, for which the reporting person serves as trustee.
- F8Held by the Richard Sands Heirs' Trust II, for which the reporting person serves as trustee. See footnote (9) below regarding a subsequent change in the form of beneficial ownership with respect to these shares.
- F9Reflects a change in the form of beneficial ownership of 1,350,000 shares of Class B Common Stock from one indirect holding to another. On April 1, 2015, Richard Sands Heirs' Trust II, for which the reporting person serves as trustee, contributed 1,350,000 shares of Class B Common Stock to RHT 2015 Business Holdings LP ("RHT Holdings"). RHT Holdings is a limited partnership and its general partner is RHT 2015 Business Management LLC ("RHT Management"). RHT Management owns a .025% interest in RHT Holdings. The reporting person, through Richard Sands Heirs' Trust II, indirectly holds limited partnership interests in RHT Holdings and is the sole member of RHT Management.