SEC Form 4 · accession 0001225208-18-014833
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
Oct 19, 2018
Accepted (ET)
Oct 23, 2018 · 4:20 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 | Oct 19, 2018 | C | 136,547 | $0.00 | A | 737,607 | D | |
| Class A Common StockF2 | Oct 19, 2018 | S | 11,998 | $225.3325 | D | 725,609 | D | |
| Class A Common StockF3 | Oct 19, 2018 | S | 32,510 | $224.2591 | D | 693,099 | D | |
| Class A Common StockF4 | Oct 19, 2018 | S | 92,039 | $223.1664 | D | 601,060 | D | |
| Class A Common StockF1 | Oct 22, 2018 | C | 14,513 | $0.00 | A | 615,573 | D | |
| Class A Common StockF5 | Oct 22, 2018 | S | 14,513 | $224.1228 | D | 601,060 | D | |
| Class A Common StockF6 | holding | — | — | — | 19,329 | I | by Pamela K. Sands 2016 Descendants' Trust | |
| Class A Common StockF7,F8 | holding | — | — | — | 5,620,092 | I | by RRA&Z Holdings LLC | |
| Class A Common StockF9 | 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 1 (convertible) Common StockF10 | — | Oct 19, 2018 | M | 136,547 | A | — | — | Class A Common Stock | 136,547 | 136,547 | D |
| Class 1 (convertible) Common StockF10 | — | Oct 19, 2018 | C | 136,547 | D | — | — | Class A Common Stock | 136,547 | 0 | D |
| Non-Qualified Stock Option (right to buy)F11 | $11.85 | Oct 19, 2018 | M | 136,547 | D | — | Apr 6, 2019 | Class 1 Common Stock | 136,547 | 561,643 | D |
| Class 1 (convertible) Common StockF10 | — | Oct 22, 2018 | M | 14,513 | A | — | — | Class A Common Stock | 14,513 | 14,513 | D |
| Class 1 (convertible) Common StockF10 | — | Oct 22, 2018 | C | 14,513 | D | — | — | Class A Common Stock | 14,513 | 0 | D |
| Non-Qualified Stock Option (right to buy)F11 | $11.85 | Oct 22, 2018 | M | 14,513 | D | — | Apr 6, 2019 | Class 1 Common Stock | 14,513 | 547,130 | D |
Explanation of responses
- F1The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.
- F10Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange.
- F11100% of this option has become exercisable.
- F2Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $224.78 to $225.75, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $223.76 to $224.75, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F4Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $223 to $223.75, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F5Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $224 to $224.25, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F6These 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.
- F7Except 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.
- F8RRA&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.
- F9The 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.