CONSTELLATION BRANDS, INC. — Director's Dealing 2008

Apr 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2008-04-01

Reporting Person: SANDS ROBERT (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-21	Class A Common Stock	G	7809	—	Disposed	2279154	Direct
2008-04-01	Class A Common Stock	A	56600	—	Acquired	2335754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-01	Non-Qualified Stock Option (right to buy)	$19.12	A	424300	Acquired	2018-04-01	Class 1 Common Stock (424300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28792	Indirect
Class A Common Stock	80928	Indirect
Class A Common Stock	73800	Indirect
Class A Common Stock	1447812	Indirect
Class A Common Stock	471608	Indirect
Class A Common Stock	768	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (3902592)	3902592	Direct
Class B (convertible) Common Stock	$		Class A Common Stock (2000000)	2000000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (147432)	147432	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (1350000)	1350000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (5431712)	5431712	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (667368)	667368	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (563632)	563632	Indirect

Footnotes

F1: 1,418,860 of these shares were previously reported as indirectly owned as a remainder interest after a life estate of Marilyn Sands. On November 18, 2007, the life estate of Marilyn Sands lapsed and ownership of such shares fully vested in the reporting person.

F2: 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.

F3: Except 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.

F4: LES Holdings LLC is a limited liability company of which the reporting person is the general manager.

F5: MES Holdings LLC is a limited liability company of which the reporting person is the general manager.

F6: Held by CWC Partnership II, a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest. These shares were previously reported as indirectly owned by CWC Partnership II as a remainder interest after a life estate of Marilyn Sands. On November 18, 2007, the life estate of Marilyn Sands lapsed and the ownership of such shares fully vested in the CWC Partnership II.

F7: 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.

F8: 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.

F9: This option becomes exercisable at the rate of 25% per year beginning on the date specified.

F10: 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.

F11: Reflects a change in the form of beneficial ownership of 556,166 shares from indirect to direct. These 556,166 shares, which were previously reported as indirectly owned by the reporting person through a qualified grantor retained annuity trust for which he serves as trustee ("GRAT-I"), were transferred by GRAT-I to him in January 2008 in satisfaction of the final annuity payment obligation under the terms of GRAT-I.

F12: In May 2007, the reporting person's form of beneficial ownership of 2,000,0000 shares changed from direct to indirect as a result of his transfer of these 2,000,000 directly owned shares to a qualified grantor retained annuity trust for which he serves as trustee ("GRAT-II").

F13: Held by the reporting person as trustee of The Marvin Sands Master Trust.

F14: Held by the Robert Sands Children's Trust, for which the reporting person serves as trustee.