SEC Form 4 · accession 0001225208-16-033359
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zachary M Stern
10% Owner
Period of report
May 12, 2016
Accepted (ET)
May 16, 2016 · 4:21 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 | 33,415 | 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 |
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,F6 | — | May 12, 2016 | J | 667,368 | A | — | — | Class A Common Stock | 667,368 | 8,012,712 | I |
| Class B (convertible) Common StockF2,F6 | — | May 12, 2016 | J | 667,368 | D | — | — | Class A Common Stock | 667,368 | 0 | 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.
- 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.
- F6Shares 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.