CONSTELLATION BRANDS, INC. — Director's Dealing 2013

Jul 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2013-07-10

Reporting Person: BENNETT ABIGAIL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-10	Class A Common Stock	J	148991.0000	—	Disposed	20615.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-10	Class B (convertible) Common Stock	$	S	48446.0000	Disposed		Class A Common Stock (48446.0000)	Indirect
2013-07-10	Class B (convertible) Common Stock	$	J	712445.0000	Disposed		Class A Common Stock (712445.0000)	Indirect
2013-07-10	Class B (convertible) Common Stock	$	S	23356.0000	Disposed		Class A Common Stock (23356.0000)	Indirect
2013-07-10	Class B (convertible) Common Stock	$	J	596536.0000	Disposed		Class A Common Stock (596536.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	107403.0000	Direct
Class A Common Stock	2333902.0000	Indirect
Class A Common Stock	2164138.0000	Indirect
Class A Common Stock	158.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (5300000.0000)	5300000.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (4518258.0000)	4518258.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (156.0000)	156.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (619892.0000)	619892.0000	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (0.0000)	0.0000	Indirect

Footnotes

F1: Reflects the transfer of shares of Class A Common Stock or Class B Common Stock by a family trust in satisfaction of a debt owed by such family trust. The value attributed to the shares for such purposes was $45.62 per share for Class A Common Stock and $45.71 per share for Class B Common Stock, which amounts were determined by an independent appraiser and reflect a liquidity discount.

F2: Gives effect to the pro rata distribution of securities by SSR Business Holdings LP ("SSR Holdings") to its partners on June 26, 2013.

F3: The reporting person disclaims beneficial ownership of the shares held by the NS Descendants' Trust except to the extent of her interest as a contingent remainder beneficiary of such 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.

F4: Held by SER Business Holdings LP ("SER Holdings"). SER Business Management LLC ("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.

F5: Held by SSR Holdings. SSR Business Management LLC ("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.

F6: Held by SSR Management. The NS Family Trust is the sole member of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Management except to the extent of her interest as a contingent remainder beneficiary of the NS Family 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.

F7: 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.

F8: Reflects the sale by a family trust of shares of Class B Common Stock to Rob Sands to enable such family trust to satisfy a debt owed by such family trust to a family investment vehicle. The price per share was determined by an independent appraiser and reflects a liquidity discount.

F9: Gives effect to the pro rata distribution of securities by RSS Business Holdings LP ("RSS Holdings") to its partners on June 26, 2013.

F10: Held by the Nancy Sands Descendants' Trust. The reporting person disclaims beneficial ownership of the shares held by such trust except to the extent of her interest as a contingent remainder beneficiary of such 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.

F11: Held by RES Business Holdings LP ("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 and the Jennifer Sands Descendants' Trust, 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.

F12: Held by 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 and the Nancy Sands Descendants' Trust, 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.

F13: Held by RSS Management. The Nancy Sands Family Trust is the sole member of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Management except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family 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.