SEC Form 4 · accession 0001225208-15-020995

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 13, 2015

Accepted (ET)

Nov 17, 2015 · 4:11 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^F1	Nov 13, 2015	C	12,014	$0.00	A	747,346	D
Class A Common Stock^F2	Nov 13, 2015	S	12,014	$133.5066	D	735,332	D
Class A Common Stock^F1	Nov 16, 2015	C	151,087	$0.00	A	886,419	D
Class A Common Stock^F3	Nov 16, 2015	S	151,087	$134.1604	D	735,332	D
Class A Common Stock^F4,F5	holding	—	—		—	80,928	I	by LES Holdings LLC
Class A Common Stock^F4,F6	holding	—	—		—	73,800	I	by MES Holdings LLC
Class A Common Stock^F7,F8	holding	—	—		—	768	I	by MLR&R
Class A Common Stock^F4	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 Stock^F9	—	Nov 13, 2015	M	12,014	A	—	—	Class A Common Stock	12,014	12,014	D
Class 1 (convertible) Common Stock^F9	—	Nov 13, 2015	C	12,014	D	—	—	Class A Common Stock	12,014	0	D
Non-Qualified Stock Option (right to buy)^F10	$19.12	Nov 13, 2015	M	12,014	D	—	Apr 1, 2018	Class 1 Common Stock	12,014	151,087	D
Class 1 (convertible) Common Stock^F9	—	Nov 16, 2015	M	151,087	A	—	—	Class A Common Stock	151,087	151,087	D
Class 1 (convertible) Common Stock^F9	—	Nov 16, 2015	C	151,087	D	—	—	Class A Common Stock	151,087	0	D
Non-Qualified Stock Option (right to buy)^F10	$19.12	Nov 16, 2015	M	151,087	D	—	Apr 1, 2018	Class 1 Common Stock	151,087	0	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.
F10100% of this option has become exercisable.
F2Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $133.50 to $133.565, 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 $134.00 to $134.50, 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.
F4The 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.
F5LES Holdings LLC is a limited liability company of which the reporting person is the general manager.
F6MES Holdings LLC is a limited liability company of which the reporting person is the general manager.
F7Except 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.
F8M,L,R&R is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest.
F9Shares 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.