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CONSTELLATION BRANDS, INC. Director's Dealing 2006

Apr 8, 2006

30189_dirs_2006-04-07_fa48f901-1b62-434c-958d-2462648dc363.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2006-02-28

Reporting Person: SANDS RICHARD (Director, Chairman of Board & CEO, 10% Owner)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B (convertible) Common Stock $ Class A Common Stock (4908232) 4908232 Direct
Class B (convertible) Common Stock $ Class A Common Stock (667368) 667368 Indirect
Class B (convertible) Common Stock $ Class A Common Stock (5431712) 5431712 Indirect
Class B (convertible) Common Stock $ Class A Common Stock (147432) 147432 Indirect
Class B (convertible) Common Stock $ Class A Common Stock (4050000) 4050000 Indirect
Class B (convertible) Common Stock $ Class A Common Stock (1000000) 1000000 Indirect
Non-Qualified Stock Option (right to buy) $3.3438 2006-12-18 Class A Common Stock (160000) 160000 Direct
Non-Qualified Stock Option (right to buy) $5.125 2007-09-14 Class A Common Stock (137600) 137600 Direct
Non-Qualified Stock Option (right to buy) $6.4375 2010-04-05 Class A Common Stock (176800) 176800 Direct
Non-Qualified Stock Option (right to buy) $6.4532 2008-04-26 Class A Common Stock (132800) 132800 Direct
Non-Qualified Stock Option (right to buy) $6.50 2009-04-14 Class A Common Stock (122400) 122400 Direct
Non-Qualified Stock Option (right to buy) $7.1641 2009-09-20 Class A Common Stock (8800) 8800 Direct
Non-Qualified Stock Option (right to buy) $8.8713 2011-04-10 Class A Common Stock (126400) 126400 Direct
Non-Qualified Stock Option (right to buy) $10.25 2011-09-26 Class A Common Stock (200000) 200000 Direct
Non-Qualified Stock Option (right to buy) $11.75 2013-04-03 Class A Common Stock (60000) 60000 Direct
Non-Qualified Stock Option (right to buy) $11.795 2013-04-02 Class A Common Stock (152200) 152200 Direct
Non-Qualified Stock Option (right to buy) $16.63 2014-04-06 Class A Common Stock (242800) 242800 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 (156200) 156200 Direct

Footnotes

F1: Shares 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.

F2: On January 3, 2006, the reporting person's form of beneficial ownership of 1,000,000 shares changed from direct to indirect as a result of his contribution of these 1,000,000 directly owned shares to a grantor retained annuity trust ("GRAT"), for which the reporting person serves as trustee.

F3: Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable 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.

F4: Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R.

F5: Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.

F6: Held by the reporting person as trustee of The Marvin Sands Master Trust.

F7: 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.

F8: Held by a trust for the benefit of the grandchildren of Marvin and Marilyn Sands. The reporting person, an adult child of Marvin and Marilyn Sands, is a co-trustee of the trust.

F9: 100% of this option has become exercisable.

F10: 75% of this option has become exercisable and the remaining 25% will become exercisable on April 3, 2007.