SEC Form 4 · accession 0001225208-17-007722
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
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 5:06 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 Stock | Dec 14, 2016 | G | 19,329 | $0.00 | D | 598,629 | D | |
| Class A Common Stock | Dec 19, 2016 | G | 31,847 | $0.00 | D | 566,782 | D | |
| Class A Common StockF1 | Dec 27, 2016 | G | 19,329 | $0.00 | A | 19,329 | I | by Pamela K. Sands 2016 Descendants' Trust |
| Class A Common StockF2 | Dec 14, 2016 | G | 19,329 | $0.00 | A | 21,098 | I | By Spouse |
| Class A Common StockF2 | Dec 27, 2016 | G | 19,329 | $0.00 | D | 1,769 | I | By Spouse |
| Class A Common StockF3,F4 | holding | — | — | — | 5,750,092 | I | by RRA&Z Holdings LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF6,F5,F7 | — | Apr 4, 2017 | A | 27,180 | A | — | — | Class A Common Stock | 27,180 | 27,180 | D |
Explanation of responses
- F1These shares are held in a trust for the benefit of the reporting person's stepchidren. The reporting person's spouse is trustee of the trust. The 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.
- F2The 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.
- 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.
- F4RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in the following affiliated Sands Family limited partnerships: RES Business Holdings LP; SER Business Holdings LP; RSS Business Holdings LP; SSR Business Holdings LP; A&Z 2015 Business Holdings LP; RCT 2015 Business Holdings LP; RHT 2015 Business Holdings LP; RSS 2015 Business Holdings LP and MAS Business Holdings LP. The reporting person is a member and co-manager of RRA&Z.
- F5Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
- F6Represents the date that the performance criteria with respect to the performance share units was satisfied.
- F7The performance share units vest on May 1, 2017 if the reporting person remains an employee through such date. Vested shares will be delivered to the reporting person on the vesting date net of shares withheld to satisfy taxes.