SEC Form 4 · accession 0001225208-15-009520
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
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 StockF2 | Apr 1, 2015 | J | 1,447,812 | $0.00 | D | 0 | I | by CWC Partnership II |
| Class A Common Stock | holding | — | — | — | 678,193 | D | ||
| Class A Common StockF3,F4 | holding | — | — | — | 80,928 | I | by LES Holdings LLC | |
| Class A Common StockF3,F5 | holding | — | — | — | 73,800 | I | by MES Holdings LLC | |
| Class A Common StockF6,F7 | holding | — | — | — | 768 | I | by MLR&R | |
| Class A Common StockF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B (convertible) Common StockF2,F8 | — | Apr 1, 2015 | J | 5,431,712 | D | — | — | Class A Common Stock | 5,431,712 | 0 | I |
| Class B (convertible) Common StockF2,F8 | — | Apr 1, 2015 | J | 563,632 | D | — | — | Class A Common Stock | 563,632 | 0 | I |
| Class B (convertible) Common StockF6,F7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 667,368 | 667,368 | I |
| Class B (convertible) Common StockF6,F9,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF10,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 1,412,492 | 1,412,492 | 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"), and a trust of which the reporting person is trustee contributed its general partner interests in CWC Partnership II to A&Z Holdings. The reporting person holds only limited partnership interests in A&Z Holdings.
- F10Reflects a change in the form of beneficial ownership of 1,412,492 shares of Class B Common Stock from direct to indirect. On April 1, 2015, the reporting person contributed 1,412,492 shares of Class B Common Stock to RSS 2015 Business Holdings LP ("RSS Holdings"). RSS Holdings is a limited partnership and its general partner is RSS 2015 Business Management LLC ("RSS Management"). RSS Management owns a .025% interest in RSS Holdings. The reporting person is the sole member of RSS Management and holds limited partnership interests in RSS Holdings.
- F2CWC Partnership I and CWC Partnership II were each general partnerships of which the reporting person had a pecuniary interest. On April 1, 2015, after the transactions reported in footnote (1) above, both CWC Partnership I and CWC Partnership II were dissolved.
- F3The 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.
- F4LES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F5MES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F6Except 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.
- F7M,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.
- F8Shares 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.
- 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, Robert Sands' Children's Trust, for which the reporting person serves as trustee, contributed 1,350,000 shares of Class B Common Stock to RCT 2015 Business Holdings LP ("RCT Holdings"). RCT Holdings is a limited partnership and its general partner is RCT 2015 Business Management LLC ("RCT Management"). RCT Management owns a .025% interest in RCT Holdings. The reporting person, through Robert Sands' Children's Trust, indirectly holds limited partnership interests in RCT Holdings and is the sole member of RCT Management.