SEC Form 4 · accession 0001225208-15-011301
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
May 1, 2015
Accepted (ET)
May 5, 2015 · 5:10 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 StockF1 | May 1, 2015 | M | 96,980 | $0.00 | A | 775,173 | D | |
| Class A Common StockF2 | May 1, 2015 | M | 21,008 | $0.00 | A | 796,181 | D | |
| Class A Common Stock | May 1, 2015 | F | 60,849 | $117.19 | D | 735,332 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F8 | — | May 1, 2015 | M | 96,980 | D | — | — | Class A Common Stock | 96,980 | 0 | D |
| Restricted Stock UnitsF2,F9 | — | May 1, 2015 | M | 12,122 | D | — | — | Class A Common Stock | 12,122 | 12,122 | D |
| Restricted Stock UnitsF2,F9 | — | May 1, 2015 | M | 5,488 | D | May 1, 2014 | — | Class A Common Stock | 5,488 | 10,974 | D |
| Restricted Stock UnitsF2,F9 | — | May 1, 2015 | M | 3,398 | D | May 1, 2015 | — | Class A Common Stock | 3,398 | 10,192 | D |
Explanation of responses
- F1Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
- F2Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
- 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.
- F8The performance share units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.
- F9The restricted stock units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.