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: BENNETT ABIGAIL J (10% Owner)

Non-Derivative Transactions

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

Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	107403	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (5300000)	5300000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (5300000)	5300000	Indirect

Footnotes

F1: Reflects the entry into Purchase Agreements on 4/11/2011 (i) between Richard Sands and the JS Family Trust u/a dated 4/7/2011 pursuant to which such trust agreed to purchase from Richard Sands his 100% membership interest (the "SER LLC Interest") in SER Business Management LLC ("SER Management"), and (ii) between Richard Sands and the JS Descendants' Trust u/a dated 3/25/2011 pursuant to which such trust agreed to purchase from Richard Sands his 99.984% limited partnership interest (the "SER LP Interest") in SER Business Holdings LP ("SER Holdings"). The purchase price for the SER LLC Interest is the fair market value of the SER LLC Interest as of 4/10/2011 as determined by an independent appraiser. The purchase price for the SER LP Interest is the fair market value of the SER LP Interest as of 4/11/2011 as determined by an independent appraiser, plus an interest component.

F2: Held by SER Holdings. SER Holdings has held 2,333,902 shares of Class A Common Stock and 619,892 shares of Class B Common Stock since 1/28/11, the ownership of which is not affected by the reported transactions. SER Management is the sole general partner of SER Holdings, holding a .016% general partnership interest, and the reporting person is the sole non-member manager of SER Management. The reporting person disclaims beneficial ownership of the shares held by SER Holdings except to the extent of her interest as a contingent remainder beneficiary of the JS Family Trust and the JS Descendants' Trust, 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: 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 "SSR LLC Interest") in SSR Business Management LLC ("SSR Management"), 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 (the "SSR LP Interest") in SSR Business Holdings LP ("SSR Holdings"). The purchase price for the SSR LLC Interest is the fair market value of the SSR LLC Interest as of 4/10/2011 as determined by an independent appraiser. The purchase price for the SSR LP Interest is the fair market value of the SSR LP Interest as of 4/11/2011 as determined by an independent appraiser, plus an interest component.

F4: Held by SSR Holdings. SSR Holdings has held 2,333,902 shares of Class A Common Stock and 619,892 shares of Class B Common Stock since 1/28/11, the ownership of which is not affected by the reported transactions. SSR management is the sole general partner of SSR Holdings, holding a .016% general partnership interest, and the reporting person is the sole non-member manager of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Holdings except to the extent of her interest as a contingent remainder beneficiary of the NS Family Trust and the NS Descendants' Trust, 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.

F5: 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.

F6: Held by RES Business Holdings LP, a limited partnership ("RES Holdings"). RES Business Management LLC ("RES Management") is the sole general partner of RES Holdings, holding a .01% general partnership interest, and the reporting person is the sole non-member manager of RES Management. The reporting person disclaims beneficial ownership of the shares held by RES Holdings except to the extent of her interest as a contingent remainder beneficiary of the Jennifer Sands Family Trust u/a dated 4/2/2009 (which holds a 100% membership interest in RES Management) and the Jennifer Sands Descendants' Trust u/a dated 4/6/2009 (which holds a 99.99% limited partnership interest in RES Holdings), and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F7: Held by RSS Business Holdings LP, a limited partnership ("RSS Holdings"). RSS Business Management LLC ("RSS Management") is the sole general partner of RSS Holdings, holding a .01% general partnership interest, and the reporting person is the sole non-member manager of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Holdings except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family Trust u/a dated 4/9/2009 (which holds a 100% membership interest in RSS Management) and the Nancy Sands Descendants' Trust u/a dated 4/9/2009 (which holds a 99.99% limited partnership interest in RSS Holdings), and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.