SEC Form 4 · accession 0001225208-18-014834

CONSTELLATION BRANDS, INC. · STZ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Sands

Officer — Chairman of the Board · 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 Stock^F1	Oct 19, 2018	C	137,924	$0.00	A	346,525	D
Class A Common Stock^F2	Oct 19, 2018	S	14,637	$225.4552	D	331,888	D
Class A Common Stock^F3	Oct 19, 2018	S	30,461	$224.2816	D	301,427	D
Class A Common Stock^F4	Oct 19, 2018	S	92,826	$223.1668	D	208,601	D
Class A Common Stock^F1	Oct 22, 2018	C	10,849	$0.00	A	219,450	D
Class A Common Stock^F5	Oct 22, 2018	S	10,849	$224.0784	D	208,601	D
Class A Common Stock^F6,F7	holding	—	—		—	5,620,092	I	by RRA&Z Holdings LLC
Class A Common Stock^F8	holding	—	—		—	15,720	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 Stock^F9	—	Oct 19, 2018	M	137,924	A	—	—	Class A Common Stock	137,924	137,924	D
Class 1 (convertible) Common Stock^F9	—	Oct 19, 2018	C	137,924	D	—	—	Class A Common Stock	137,924	0	D
Non-Qualified Stock Option (right to buy)^F10	$11.85	Oct 19, 2018	M	137,924	D	—	Apr 6, 2019	Class 1 Common Stock	137,924	581,276	D
Class 1 (convertible) Common Stock^F9	—	Oct 22, 2018	M	10,849	A	—	—	Class A Common Stock	10,849	10,849	D
Class 1 (convertible) Common Stock^F9	—	Oct 22, 2018	C	10,849	D	—	—	Class A Common Stock	10,849	0	D
Non-Qualified Stock Option (right to buy)^F10	$11.85	Oct 22, 2018	M	10,849	D	—	Apr 6, 2019	Class 1 Common Stock	10,849	570,427	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.
F10100% 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 $224.50, 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.
F6Except 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.
F7RRA&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.
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 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.