CONSTELLATION BRANDS, INC. — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2011-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-04	Class A Common Stock	M	112000	$8.8713	Acquired	688382	Direct
2011-02-04	Class A Common Stock	M	160000	$10.25	Acquired	848382	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-04	Non-qualified Stock Option (right to buy)	$8.8713	M	112000	Disposed	2011-04-10	Class A Common Stock (112000)	Direct
2011-02-04	Non-qualified Stock Option (right to buy)	$10.25	M	160000	Disposed	2011-09-26	Class A Common Stock (160000)	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
Class A Common Stock	2333902	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (0)	0	Direct
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
Class B (convertible) Common Stock	$		Class A Common Stock (619892)	619892	Indirect

Footnotes

F1: Adjusted to reflect a change in form of beneficial ownership of 2,333,902 shares of Class A Common Stock from direct to indirect as a result of the contribution of such shares to SSR Business Holdings L.P. ("Holdings") on 1/28/2011.

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: Held by Holdings, a limited partnership. The reporting person is the sole member of the limited liability company that is the sole general partner of Holdings, holding a .01% general partnership interest, and the reporting person is the sole limited partner of Holdings, holding a 99.99% limited partnership interest.

F10: 100% of this option has become exercisable.

F11: 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.

F12: Adjusted to reflect a change in form of beneficial ownership of 619,892 shares of Class B Common Stock from direct to indirect as a result of the contribution of such shares to Holdings on 1/28/2011.

F13: Held by the Robert Sands Children's Trust, for which the reporting person serves as trustee.