CONSTELLATION BRANDS, INC. — Director's Dealing 2012

Oct 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2012-10-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-12	Class A Common Stock	M	107600.0000	$11.7950	Acquired	411025.0000	Direct
2012-10-12	Class A Common Stock	M	60000.0000	$11.7500	Acquired	471025.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-12	Class B (convertible) Common Stock	$	P	14290.0000	Acquired		Class A Common Stock (14290.0000)	Direct
2012-10-12	Non-Qualified Stock Option (right to buy)	$11.7950	M	107600.0000	Disposed	2013-04-02	Class A Common Stock (107600.0000)	Direct
2012-10-12	Non-Qualified Stock Option (right to buy)	$11.7500	M	60000.0000	Disposed	2013-04-03	Class A Common Stock (60000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	471608.0000	Indirect
Class A Common Stock	1447812.0000	Indirect
Class A Common Stock	80928.0000	Indirect
Class A Common Stock	73800.0000	Indirect
Class A Common Stock	768.0000	Indirect
Class A Common Stock	28792.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (5431712.0000)	5431712.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (563632.0000)	563632.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (667368.0000)	667368.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (1350000.0000)	1350000.0000	Indirect

Footnotes

F1: 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.

F2: CWC Partnership I is a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.

F3: CWC Partnership II is a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest.

F4: 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.

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

F6: MES Holdings LLC is a limited liability company of which the reporting person is the general manager.

F7: M, L, R & R ("MLR&R") is 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.

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: 100% of this option has become exercisable.

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