SEC Form 4 · accession 0001225208-16-033357
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Abigail J Bennett
10% Owner
Period of report
May 12, 2016
Accepted (ET)
May 16, 2016 · 4:19 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 13, 2016 | J | 32,415 | $0.00 | A | 37,415 | D | |
| Class A Common StockF2,F3,F4 | May 12, 2016 | J | 667,368 | $0.00 | D | 1,252,052 | I | by A&Z 2015 Business Holdings LP |
| Class A Common StockF2,F3,F5 | May 12, 2016 | J | 667,368 | $0.00 | A | 668,136 | I | by MLR&R |
| Class A Common StockF6 | holding | — | — | — | 20,615 | I | by NS Descendants' Trust | |
| Class A Common StockF7 | holding | — | — | — | 2,333,902 | I | by SER Business Holdings LP | |
| Class A Common StockF8 | holding | — | — | — | 2,164,138 | I | by SSR Business Holdings LP | |
| Class A Common StockF9 | holding | — | — | — | 158 | I | by SSR Business Management LLC |
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,F3,F4,F10 | — | May 12, 2016 | J | 667,368 | A | — | — | Class A Common Stock | 667,368 | 8,012,712 | I |
| Class B (convertible) Common StockF2,F10 | — | May 12, 2016 | J | 667,368 | D | — | — | Class A Common Stock | 667,368 | 0 | I |
| Class B (convertible) Common StockF6,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 20,695 | 20,695 | I |
| Class B (convertible) Common StockF11,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF12,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 5,300,000 | 5,300,000 | I |
| Class B (convertible) Common StockF13,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF14,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 1,412,492 | 1,412,492 | I |
| Class B (convertible) Common StockF15,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 4,518,258 | 4,518,258 | I |
| Class B (convertible) Common StockF16,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 156 | 156 | I |
| Class B (convertible) Common StockF7,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 619,892 | 619,892 | I |
Explanation of responses
- F1The reporting person has been a general partner of M,L,R&R prior to the exchange described in footnote 2 below and has previously reported all of the shares held by M,L,R&R. On May 13, 2016, M,L,R&R distributed all of its shares of Class A Common Stock to its general partners, on a pro rata basis. Consequently, the reporting person received 32,415 shares of Class A Common Stock through this distribution and no longer indirectly holds any shares through M,L,R&R.
- F10Shares 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.
- F11Held by RCT 2015 Business Holdings LP ("RCT Holdings"). RCT 2015 Business Management LLC ("RCT Management") is the sole general partner of RCT Holdings, holding a .025% general partner interest, and the reporting person is the sole non-member manager of RCT Management.
- F12Held by RES Business Holdings LP ("RES Holdings"). RES Business Management LLC ("RES Management") is the sole general partner of RES Holdings, holding a .01% general partner interest, and the reporting person is the sole non-member manager of RES Management. The reporting person disclaims beneficial ownership of the shares held by RES Holdings except to the extent of her interest as a contingent remainder beneficiary of the JS Family Trust and the JS Descendants' Trust, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- F13Held by RHT 2015 Business Holdings LP ("RHT Holdings"). RHT 2015 Business Management LLC ("RHT Management") is the sole general partner of RHT Holdings, holding a .025% general partner interest, and the reporting person is the sole non-member manager of RHT Management.
- F14Held by RSS 2015 Business Holdings LP ("RSS 2015 Holdings"). RSS 2015 Business Management LLC ("RSS 2015 Management") is the sole general partner of RSS 2015 Holdings, holding a .025% general partner interest, and the reporting person is the sole non-member manager of RSS 2015 Management.
- F15Held by RSS Business Holdings LP ("RSS Holdings"). RSS Business Management LLC ("RSS Management") is the sole general partner of RSS Holdings, holding a .01% general partner interest, and the reporting person is the sole non-member manager of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Holdings except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family Trust and the Nancy Sands Descendants' Trust, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- F16Held by RSS Management. The Nancy Sands Family Trust is the sole member of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Management except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family Trust, 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.
- F2On May 12, 2016, A&Z 2015 Business Holdings LP ("A&Z Holdings") exchanged, on a one-for-one basis, shares of Class A Common Stock for shares of Class B Common Stock with an affiliated general partnership, M,L,R&R.
- 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.
- F4A&Z Holdings is a limited partnership and its general partner is A&Z 2015 Business Management LLC ("A&Z Management"). A&Z Management owns a .025% interest in A&Z Holdings. The reporting person indirectly holds limited partner interests in A&Z Holdings and is a member of A&Z Management.
- F5The reporting person no longer beneficially owns any shares of Class A Common Stock indirectly through M,L,R&R. See footnote 1 above.
- F6The reporting person disclaims beneficial ownership of the shares held by such trust except to the extent of her interest as a contingent remainder beneficiary of such trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.
- F7Held by SER Business Holdings LP ("SER Holdings"). SER Business Management LLC ("SER Management") is the sole general partner of SER Holdings, holding a .016% general partner interest, and the reporting person is the sole non-member manager of SER Management. The reporting person disclaims beneficial ownership of the shares held by SER Holdings except to the extent of her interest as a contingent remainder beneficiary of the JS Family Trust and the JS Descendants' Trust, 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.
- F8Held by SSR Business Holdings LP ("SSR Holdings"). SSR Business Management LLC ("SSR Management") is the sole general partner of SSR Holdings, holding a .016% general partner interest, and the reporting person is the sole non-member manager of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Holdings except to the extent of her interest as a contingent remainder beneficiary of the NS Family Trust and the NS Descendants' Trust, 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.
- F9Held by SSR Management. The NS Family Trust is the sole member of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Management except to the extent of her interest as a contingent remainder beneficiary of the NS Family Trust, 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.