CONSTELLATION BRANDS, INC. — Director's Dealing 2015

Oct 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2015-10-21

Reporting Person: STERN ZACHARY M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-22	Class A Common Stock	S	105492.0000	$137.0452	Disposed	1000.0000	Direct
2015-10-21	Class A Common Stock	J	768.0000	—	Acquired	768.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-21	Class B (convertible) Common Stock	$	J	667368.0000	Acquired		Class A Common Stock (667368.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1919420.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (7345344.0000)	7345344.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $136.90 to $137.32, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

F2: On October 21, 2015, A&Z 2015 Business Holdings LP ("A&Z Holdings") distributed its general partner interests in M,L,R&R to limited partners including the reporting person. The reporting person has been a general partner of M,L,R&R prior to the distribution of these additional general partner interests and has previously reported the shares held by M,L,R&R.

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: M,L,R&R is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest.

F5: A&Z Holdings is a limited partnership and its general partner is A&Z 2015 Business Management LLC ("A&Z Management"). A&Z Management owns a .025% interest in A&Z Holdings. The reporting person indirectly holds limited partner interests in A&Z Holdings and is a member of A&Z Management.

F6: 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.