SEC Form 4 · accession 0001225208-18-008247
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Sands
Officer — CEO · Director · 10% Owner
Period of report
Apr 26, 2018
Accepted (ET)
Apr 30, 2018 · 5:33 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,F2,F3 | Apr 26, 2018 | J | 250,000 | $0.00 | A | 6,000,092 | I | by RRA&Z Holdings LLC |
| Class A Common StockF4,F2,F3 | Apr 26, 2018 | J | 183,432 | $0.00 | A | 6,183,524 | I | by RRA&Z Holdings LLC |
| Class A Common StockF2,F3 | Apr 26, 2018 | G | 250,000 | $0.00 | A | 6,433,524 | I | by RRA&Z Holdings LLC |
| Class A Common StockF5,F2,F3 | Apr 26, 2018 | J | 130,000 | $0.00 | D | 6,303,524 | I | by RRA&Z Holdings LLC |
| Class A Common StockF4,F2,F3 | Apr 26, 2018 | J | 183,432 | $0.00 | D | 6,120,092 | I | by RRA&Z Holdings LLC |
| Class A Common StockF1,F2,F3 | Apr 26, 2018 | J | 250,000 | $0.00 | D | 5,870,092 | I | by RRA&Z Holdings LLC |
| Class A Common StockF6,F2,F3 | Apr 26, 2018 | J | 250,000 | $0.00 | D | 5,620,092 | I | by RRA&Z Holdings LLC |
| Class A Common Stock | holding | — | — | — | 586,297 | D | ||
| Class A Common StockF7 | holding | — | — | — | 19,329 | I | by Pamela K. Sands 2016 Descendants' Trust | |
| Class A Common StockF8 | 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 B (convertible) Common StockF1,F3,F9 | — | Apr 26, 2018 | J | 250,000 | A | — | — | Class A Common Stock | 250,000 | 22,996,786 | I |
| Class B (convertible) Common StockF4,F3,F9 | — | Apr 26, 2018 | J | 183,432 | A | — | — | Class A Common Stock | 183,432 | 23,180,218 | I |
| Class B (convertible) Common StockF4,F3,F9 | — | Apr 26, 2018 | J | 183,432 | D | — | — | Class A Common Stock | 183,432 | 22,996,786 | I |
| Class B (convertible) Common StockF1,F3,F9 | — | Apr 26, 2018 | J | 250,000 | D | — | — | Class A Common Stock | 250,000 | 22,746,786 | I |
Explanation of responses
- F1On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 250,000 shares of Class A Common Stock for 250,000 shares of Class B Common Stock.
- F2Except 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.
- F3RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in various Sands Family limited partnerships. The reporting person is a member and co-manager of RRA&Z.
- F4On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 183,432 shares of Class A Common Stock for 183,432 shares of Class B Common Stock.
- F5On April 26, 2018, a Sands Family limited partnership distributed 130,000 shares of Class A Common Stock to its limited partner.
- F6On April 26, 2018, a Sands Family limited partnership distributed 250,000 shares of Class A Common Stock to the Pamela K. Sands 2016 Descendants' Trust.
- F7These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this 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.
- F8The 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.
- F9Shares 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.