SEC Form 4 · accession 0001225208-15-020893
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
Nov 11, 2015
Accepted (ET)
Nov 13, 2015 · 5:29 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 StockF1 | Nov 11, 2015 | C | 126,038 | $0.00 | A | 861,370 | D | |
| Class A Common StockF2 | Nov 11, 2015 | S | 126,038 | $135.1813 | D | 735,332 | D | |
| Class A Common StockF1 | Nov 12, 2015 | C | 40,991 | $0.00 | A | 776,323 | D | |
| Class A Common StockF3 | Nov 12, 2015 | S | 2,560 | $134.7626 | D | 773,763 | D | |
| Class A Common StockF4 | Nov 12, 2015 | S | 38,431 | $133.7729 | D | 735,332 | D | |
| Class A Common StockF5,F6 | holding | — | — | — | 80,928 | I | by LES Holdings LLC | |
| Class A Common StockF5,F7 | holding | — | — | — | 73,800 | I | by MES Holdings LLC | |
| Class A Common StockF8,F9 | holding | — | — | — | 768 | I | by MLR&R | |
| Class A Common StockF5 | 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 1 (convertible) Common StockF10 | — | Nov 11, 2015 | M | 126,038 | A | — | — | Class A Common Stock | 126,038 | 126,038 | D |
| Class 1 (convertible) Common StockF10 | — | Nov 11, 2015 | C | 126,038 | D | — | — | Class A Common Stock | 126,038 | 0 | D |
| Non-Qualified Stock Option (right to buy)F11 | $19.12 | Nov 11, 2015 | M | 126,038 | D | — | Apr 1, 2018 | Class 1 Common Stock | 126,038 | 204,092 | D |
| Class 1 (convertible) Common StockF10 | — | Nov 12, 2015 | M | 40,991 | A | — | — | Class A Common Stock | 40,991 | 40,991 | D |
| Class 1 (convertible) Common StockF10 | — | Nov 12, 2015 | C | 40,991 | D | — | — | Class A Common Stock | 40,991 | 0 | D |
| Non-Qualified Stock Option (right to buy)F11 | $19.12 | Nov 12, 2015 | M | 40,991 | D | — | Apr 1, 2018 | Class 1 Common Stock | 40,991 | 163,101 | D |
Explanation of responses
- F1The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.
- F10Shares 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.
- F11100% of this option has become exercisable.
- F2Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $134.98 to $135.45, 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.
- F3Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $134.75 to $134.87, 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.
- F4Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $133.75 to $133.85, 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.
- 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.
- F6LES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F7MES Holdings LLC is a limited liability company of which the reporting person is the general manager.
- F8Except 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.
- F9M,L,R&R is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest.