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 RICHARD (Director, Chairman of Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-04	Class A Common Stock	M	126400	$8.8713	Acquired	550340	Direct
2011-02-04	Class A Common Stock	M	200000	$10.25	Acquired	750340	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	126400	Disposed	2011-04-10	Class A Common Stock (126400)	Direct
2011-02-04	Non-qualified Stock Option (right to buy)	$10.25	M	200000	Disposed	2011-09-26	Class A Common Stock (200000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15720	Indirect
Class A Common Stock	6700	Indirect
Class A Common Stock	6700	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 (5640)	5640	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 (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 SER 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: 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: 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.

F5: 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.

F6: 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.

F7: 100% of this option has become exercisable.

F8: 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.

F9: 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.

F10: Held by the Richard Sands Heirs' Trust, for which the reporting person serves as trustee.