CONSTELLATION BRANDS, INC. — Director's Dealing 2015

Apr 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2015-04-01

Reporting Person: BENNETT ABIGAIL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-01	Class A Common Stock	J	1920188.0000	$0.0000	Acquired	1920188.0000	Indirect
2015-03-31	Class A Common Stock	G	768.0000	$0.0000	Acquired	768.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-01	Class B (convertible) Common Stock	$	J	8012712.0000	Acquired		Class A Common Stock (8012712.0000)	Indirect
2015-03-31	Class B (convertible) Common Stock	$	G	667368.0000	Acquired		Class A Common Stock (667368.0000)	Indirect
2015-04-01	Class B (convertible) Common Stock	$	J	1350000.0000	Acquired		Class A Common Stock (1350000.0000)	Indirect
2015-04-01	Class B (convertible) Common Stock	$	J	1350000.0000	Acquired		Class A Common Stock (1350000.0000)	Indirect
2015-04-01	Class B (convertible) Common Stock	$	J	1412492.0000	Acquired		Class A Common Stock (1412492.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	107403.0000	Direct
Class A Common Stock	20615.0000	Indirect
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 (20695.0000)	20695.0000	Indirect
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

Footnotes

F1: On April 1, 2015, a trust of which the reporting person is the discretionary beneficiary contributed its general partner interests in CWC Partnership I and CWC Partnership II to A&Z Holdings (defined) and another trust of which the reporting person is a discretionary beneficiary contributed 1,350,000 shares of Class B Common Stock to A&Z Holdings. Share amounts also include shares held directly by MLR&R (defined below).

F2: 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.

F3: A&Z 2015 Business Holdings LP ("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 partnership interests in A&Z Holdings and is a member of A&Z Management.

F4: Distribution to the reporting person from a trust of a .01% general partner interest in MLR&R (defined below).

F5: M,L,R&R ("MLR&R") is a general partnership of which the reporting person is a general partner, and in which the reporting person has a pecuniary interest. The reporting person is a limited partner of A&Z Holdings, and a member of its general partner, A&Z Management. A&Z Holdings is also a general partner of MLR&R.

F6: 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 purpose of Section 16 or any other purpose.

F7: 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.

F8: Held by SSR Business Holdings LP ("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.

F9: 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.

F10: 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.

F11: On April 1, 2015, Robert Sands' Children's Trust contributed 1,350,000 shares of Class B Common Stock to RCT Holdings (defined below).

F12: Held by RCT 2015 Business Holdings LP ("RCT Holdings"). RCT 2015 Business Management LLC ("RCT Management") is the sole general partner of RCT Holdings, holding a .025% general partnership interest, and the reporting person is the sole non-member manager of RCT Management.

F13: On April 1, 2015, Richard Sands' Heirs Trust II contributed 1,350,000 shares of Class B Common Stock to RHT Holdings (defined below).

F14: Held by RHT 2015 Business Holdings LP ("RHT Holdings"). RHT 2015 Business Management LLC ("RHT Management") is the sole general partner of RHT Holdings, holding a .025% general partnership interest, and the reporting person is the sole non-member manager of RHT Management.

F15: On April 1, 2015, Robert Sands contributed 1,412,492 shares of Class B Common Stock to RSS 2015 Holdings (defined below).

F16: Held by RSS 2015 Business Holdings LP ("RSS 2015 Holdings"). RSS 2015 Business Management LLC ("RSS 2015 Management") is the sole general partner of RSS 2015 Holdings, holding a .025% general partnership interest, and the reporting person is the sole non-member manager of RSS 2015 Management.

F17: 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.

F18: Held by RSS Business Holdings LP ("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.

F19: 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.