CONSTELLATION BRANDS, INC. — Director's Dealing 2011

Apr 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2011-04-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-11	Class A Common Stock	J	2333902	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-11	Class B (convertible) Common Stock	$	J	619892	Disposed		Class A Common Stock (619892)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	904652	Direct
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 (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: These shares are held by SSR Business Holdings LP ("Holdings"). Reflects the entry into Purchase Agreements on 4/11/2011 (i) between Robert Sands and the NS Family Trust u/a dated 4/7/2011 pursuant to which such trust agreed to purchase from Robert Sands his 100% membership interest (the "LLC Interest") in SSR Business Management LLC ("Management"), the sole general partner of Holdings, and (ii) between Robert Sands and the NS Descendants' Trust u/a dated 4/7/2011 pursuant to which such trust agreed to purchase from Robert Sands his 99.984% limited partnership interest ("LP Interest") in Holdings. The purchase price for the LLC Interest is the fair market value of the LLC Interest as of 4/10/2011 as determined by an independent appraiser. The purchase price for the LP Interest is the fair market value of the LP Interest as of 4/11/2011 as determined by an independent appraiser, plus an interest component. These transactions did not affect Holdings' ownership of the reported shares.

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

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

F5: 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.

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.

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: 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.

F10: Held by the Robert Sands Children's Trust, for which the reporting person serves as trustee.