SEC Form 4 · accession 0001225208-18-008250
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 26, 2018
Accepted (ET)
Apr 30, 2018 · 5:34 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 | 61,144 | $0.00 | D | 1,190,908 | I | by A&Z 2015 Business Holdings LP |
| Class A Common StockF1,F2,F4 | Apr 26, 2018 | J | 183,432 | $0.00 | A | 183,432 | I | by MAS Business Holdings LP |
| Class A Common StockF5,F2,F6 | Apr 26, 2018 | J | 250,000 | $0.00 | A | 250,000 | I | by RSS 2015 Business Holdings LP |
| Class A Common StockF2,F6 | Apr 26, 2018 | G | 250,000 | $0.00 | A | 500,000 | I | by RSS 2015 Business Holdings LP |
| Class A Common StockF7,F2,F6 | Apr 26, 2018 | J | 250,000 | $0.00 | D | 250,000 | I | by RSS 2015 Business Holdings LP |
| Class A Common StockF1,F2,F8 | Apr 26, 2018 | J | 61,144 | $0.00 | D | 2,272,758 | I | by SER Business Holdings LP |
| Class A Common StockF9,F2,F8 | Apr 26, 2018 | J | 130,000 | $0.00 | D | 2,142,758 | I | by SER Business Holdings LP |
| Class A Common StockF1,F2,F10 | Apr 26, 2018 | J | 61,144 | $0.00 | D | 2,102,994 | I | by SSR Business Holdings LP |
| Class A Common StockF5,F2,F10 | Apr 26, 2018 | J | 250,000 | $0.00 | D | 1,852,994 | I | by SSR Business Holdings LP |
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,F2,F3,F11 | — | Apr 26, 2018 | J | 61,144 | A | — | — | Class A Common Stock | 61,144 | 8,073,856 | I |
| Class B (convertible) Common StockF1,F2,F4,F11 | — | Apr 26, 2018 | J | 183,432 | D | — | — | Class A Common Stock | 183,432 | 0 | I |
| Class B (convertible) Common StockF5,F2,F6,F11 | — | Apr 26, 2018 | J | 250,000 | D | — | — | Class A Common Stock | 250,000 | 1,162,492 | I |
| Class B (convertible) Common StockF1,F2,F8,F11 | — | Apr 26, 2018 | J | 61,144 | A | — | — | Class A Common Stock | 61,144 | 681,036 | I |
| Class B (convertible) Common StockF5,F2,F10,F11 | — | Apr 26, 2018 | J | 250,000 | A | — | — | Class A Common Stock | 250,000 | 250,000 | I |
| Class B (convertible) Common StockF1,F2,F10,F11 | — | Apr 26, 2018 | J | 61,144 | A | — | — | Class A Common Stock | 61,144 | 311,144 | I |
| Class B (convertible) Common StockF12,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF13,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 5,300,000 | 5,300,000 | I |
| Class B (convertible) Common StockF14,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 1,350,000 | 1,350,000 | I |
| Class B (convertible) Common StockF15,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 4,518,258 | 4,518,258 | I |
Explanation of responses
- F1On April 26, 2018, SER Business Holdings LP ("SER Holdings"), SSR Business Holdings LP ("SSR Holdings") and A&Z 2015 Business Holdings LP ("A&Z Holdings"), each exchanged, on a one-for-one basis, 61,144 shares of Class A Common Stock for 61,144 shares of Class B Common Stock with MAS Business Holdings LP ("MAS Holdings").
- F10SSR Holdings directly owns the reported securities. WildStar is a co-general partner of SSR Holdings with a 0.045% general partner interest.
- F11Shares 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.
- F12RCT 2015 Business Holdings LP ("RCT Holdings") directly owns the reported securities. WildStar is a co-general partner of RCT Holdings with a 0.045% general partner interest.
- F13RES Business Holdings LP ("RES Holdings") directly owns the reported securities. WildStar is a co-general partner of RES Holdings with a 0.045% general partner interest.
- F14RHT 2015 Business Holdings LP ("RHT Holdings") directly owns the reported securities. WildStar is a co-general partner of RHT Holdings with a 0.045% general partner interest.
- F15RSS Business Holdings LP ("RSS Holdings") directly owns the reported securities. WildStar is a co-general partner of RSS Holdings with a 0.045% general partner interest.
- F2This report is filed jointly by WildStar Partners LLC ("WildStar") and RRA&Z Holdings LLC ("RRA&Z"). RRA&Z is the sole member of WildStar. Richard Sands and Robert Sands are members of and co-managers of RRA&Z.
- F3A&Z Holdings directly owns the reported securities. WildStar is a co-general partner of A&Z Holdings with a 0.045% general partner interest.
- F4MAS Holdings directly owns the reported securities. WildStar is a co-general partner of MAS Holdings with a 0.045% general partner interest.
- F5On April 26, 2018, RSS 2015 Business Holdings LP ("RSS Holdings") exchanged, on a one-for-one basis, 250,000 shares of Class B Common Stock for 250,000 shares of Class A Common Stock with SSR Holdings.
- F6RSS Holdings directly owns the reported securities. WildStar is a co-general partner of RSS Holdings with a 0.045% general partner interest.
- F7On April 26, 2018, RSS Holdings distributed 250,000 shares of Class A Common Stock to its limited partner.
- F8SER Holdings directly owns the reported securities. WildStar is a co-general partner of SER Holdings with a 0.045% general partner interest.
- F9On April 26, 2018, SER Holdings distributed 130,000 shares of Class A Common Stock to its limited partner.