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CONSTELLATION BRANDS, INC. Director's Dealing 2005

Aug 9, 2005

30189_dirs_2005-08-08_eb32ee0c-b391-4081-9b49-ea4996d69d79.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2005-08-04

Reporting Person: MILLAR STEPHEN BRIAN (CEO, Constellation Wines)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-08-04 Class A Common Stock M 50000 $11.70 Acquired 52296 Direct
2005-08-04 Class A Common Stock S 50000 $27.4259 Disposed 2296 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-08-04 Non-Qualified Stock Option (Right to Buy) $11.70 M 50000 Disposed 2013-04-08 Class A Common Stock (50000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
CHESS Depositary Interests $ Class A Common Stock (29122) 291220 Indirect
CHESS Depositary Interests $ Class A Common Stock (19550) 195500 Direct
Non-Qualified Stock Option (Right to Buy) $11.70 2013-04-08 Class A Common Stock (200000) 200000 Direct
Incentive Stock Option (Right to Buy) $15.25 2013-06-26 Class A Common Stock (31212) 31212 Direct
Non-Qualified Stock Option (Right to Buy) $16.63 2014-04-06 Class A Common Stock (101400) 101400 Direct
Non-Qualified Stock Option (Right to Buy) $23.02 2014-12-23 Class A Common Stock (40000) 40000 Direct
Non-Qualified Stock Option (Right to Buy) $27.235 2015-04-07 Class A Common Stock (64800) 64800 Direct

Footnotes

F1: Includes shares of Class A Common Stock acquired in July 2005 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.

F2: The Constellation CHESS Depositary Interests ('CDIs') are issued by CHESS Depositary Nominees Pty Limited and are traded on the Australian Stock Exchange ('ASX') under the symbol 'CBR'. The ratio of CDIs to Class A Common Stock is 10 CDIs for each share of Class A Comon Stock.

F3: 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.

F4: 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 8, 2006.

F5: 100% of this option has become exercisable.

F6: 40% of this option has become exercisable and the remaining 60% will become exercisable in three equal annual installments, beginning on June 26, 2006.

F7: This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days.

F8: This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days.