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CONSTELLATION BRANDS, INC. Director's Dealing 2015

May 5, 2015

30189_dirs_2015-05-05_428b583a-d613-4deb-af9c-5486642501b3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2015-05-01

Reporting Person: HETTERICH F PAUL (EVP, Corp Dev & Beer Ops)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-01 Class A Common Stock M 23740.0000 Acquired 75019.0000 Direct
2015-05-01 Class A Common Stock M 5393.0000 Acquired 80412.0000 Direct
2015-05-01 Class A Common Stock F 14862.0000 $117.1900 Disposed 65550.0000 Direct
2015-05-04 Class A Common Stock S 1290.0000 $117.2805 Disposed 64260.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-01 Performance Share Units $ M 23740.0000 Disposed Class A Common Stock (23740.0000) Direct
2015-05-01 Restricted Stock Units $ M 2967.0000 Disposed Class A Common Stock (2967.0000) Direct
2015-05-01 Restricted Stock Units $ M 1498.0000 Disposed Class A Common Stock (1498.0000) Direct
2015-05-01 Restricted Stock Units $ M 928.0000 Disposed Class A Common Stock (928.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 139.0000 Indirect

Footnotes

F1: Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F2: Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F3: This reported sale was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20 shares only, with the reporting person's purchase of 20 shares of Constellation Brands, Inc. Class A Common Stock at a price of $115.3684 on February 20, 2015. The reporting person has agreed to pay to Constellation Brands, Inc. $38.25, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

F4: The performance share units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F5: The restricted stock units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.