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: SANDS RICHARD (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-01	Class A Common Stock	J	471608.0000	$0.0000	Disposed	0.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-01	Class B (convertible) Common Stock	$	J	5431712.0000	Disposed		Class A Common Stock (5431712.0000)	Indirect
2015-03-03	Class B (convertible) Common Stock	$	G	1350000.0000	Disposed		Class A Common Stock (1350000.0000)	Indirect
2015-03-03	Class B (convertible) Common Stock	$	G	1350000.0000	Acquired		Class A Common Stock (1350000.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	331725.0000	Direct
Class A Common Stock	768.0000	Indirect
Class A Common Stock	15720.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (37350.0000)	37350.0000	Direct
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: On April 1, 2015, the reporting person contributed his general partner interests in CWC Partnership I to a newly-formed limited partnership, A&Z 2015 Business Holdings LP ("A&Z Holdings"). The reporting person holds only limited partnership interests in A&Z Holdings.

F2: CWC Partnership I was a general partnership of which the reporting person was a managing partner and in which he had a pecuniary interest. On April 1, 2015, after the transaction reported in footnote (1) above, CWC Partnership I was dissolved.

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 ("MLR&R") is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest.

F5: The reporting person disclaims beneficial ownership with respect to securities held in this manner, 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: 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.

F7: Held by the Richard Sands Heirs' Trust, for which the reporting person serves as trustee.

F8: Held by the Richard Sands Heirs' Trust II, for which the reporting person serves as trustee. See footnote (9) below regarding a subsequent change in the form of beneficial ownership with respect to these shares.

F9: Reflects a change in the form of beneficial ownership of 1,350,000 shares of Class B Common Stock from one indirect holding to another. On April 1, 2015, Richard Sands Heirs' Trust II, for which the reporting person serves as trustee, contributed 1,350,000 shares of Class B Common Stock to RHT 2015 Business Holdings LP ("RHT Holdings"). RHT Holdings is a limited partnership and its general partner is RHT 2015 Business Management LLC ("RHT Management"). RHT Management owns a .025% interest in RHT Holdings. The reporting person, through Richard Sands Heirs' Trust II, indirectly holds limited partnership interests in RHT Holdings and is the sole member of RHT Management.