CONSTELLATION BRANDS, INC. — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2015-06-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Class B (convertible) Common Stock	$	J	1412492.0000	Disposed		Class A Common Stock (1412492.0000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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.

F2: Reflects the entry into a Purchase Agreement on June 30, 2015 between Robert Sands and the Pamela K. Sands Descendants' Trust u/a dated June 30, 2015 pursuant to which such trust agreed to purchase from Robert Sands his 99.975% limited partnership interest ("LP Interest") in RSS 2015 Business Holdings LP ("RSS Holdings"). The purchase price for the LP Interest is the fair market value of the LP Interest on June 30, 2015 as determined by an independent appraiser, plus an interest component. This transaction did not affect RSS Holdings' ownership of the reported shares.

F3: Although Mr. Sands is deemed to have indirectly disposed of 1,412,492 shares of Class B Common Stock pursuant to the transaction described in Footnote 2, Mr. Sands retained his 100% interest in RSS 2015 Management (defined below), the general partner of RSS Holdings and, therefore, is still deemed to be the beneficial owner of shares of Class B Common Stock directly held by RSS Holdings. 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: RSS Holdings is a limited partnership and its general partner is RSS 2015 Business Management LLC ("RSS 2015 Management"). RSS 2015 Management owns a .025% interest in RSS Holdings.

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: 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.

F7: RCT 2015 Business Holdings LP ("RCT Holdings") is a limited partnership and its general partner is RCT 2015 Business Management LLC ("RCT Management"). RCT Management owns a .025% interest in RCT Holdings.