SEC Form 4 · accession 0001225208-19-000671
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
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 4:21 pm EST
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 28, 2018 | G | 59,621 | $0.00 | D | 541,439 | D | |
| Class A Common StockF1 | holding | — | — | — | 19,329 | I | by Pamela K. Sands 2016 Descendants' Trust | |
| Class A Common StockF2,F3 | holding | — | — | — | 5,620,092 | I | by RRA&Z Holdings LLC | |
| Class A Common StockF4 | 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 StockF5 | — | Jan 3, 2019 | M | 547,130 | A | — | — | Class A Common Stock | 547,130 | 547,130 | D |
| Non-Qualified Stock Option (right to buy)F6 | $11.85 | Jan 3, 2019 | M | 547,130 | D | — | Apr 6, 2019 | Class 1 Common Stock | 547,130 | 0 | D |
Explanation of responses
- F1These 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.
- F2Except to the extent that the reporting person has a direct or indirect pecuniary interest in the 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.
- F4The 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.
- F5Shares 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.
- F6100% of this option has become exercisable.