CONSTELLATION BRANDS, INC. — Director's Dealing 2015

Jan 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2015-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-18	Class A Common Stock	G	50000.0000	$0.0000	Disposed	678193.0000	Direct
2015-01-20	Class A Common Stock	M	71757.0000	$27.2350	Acquired	749950.0000	Direct
2015-01-20	Class A Common Stock	S	71757.0000	$111.1778	Disposed	678193.0000	Direct
2015-01-21	Class A Common Stock	M	56243.0000	$27.2350	Acquired	734436.0000	Direct
2015-01-21	Class A Common Stock	S	56243.0000	$110.2371	Disposed	678193.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-20	Non-Qualified Stock Option (right to buy)	$27.2350	M	71757.0000	Disposed	2015-04-07	Class A Common Stock (71757.0000)	Direct
2015-01-21	Non-Qualified Stock Option (right to buy)	$27.2350	M	56243.0000	Disposed	2015-04-07	Class A Common Stock (56243.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	471608.0000	Indirect
Class A Common Stock	1447812.0000	Indirect
Class A Common Stock	80928.0000	Indirect
Class A Common Stock	73800.0000	Indirect
Class A Common Stock	768.0000	Indirect
Class A Common Stock	1769.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $111.0000 to $111.3900, 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: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $110.0000 to $110.9100, 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.

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: CWC Partnership I is a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.

F5: CWC Partnership II is a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest.

F6: 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.

F7: LES Holdings LLC is a limited liability company of which the reporting person is the general manager.

F8: MES Holdings LLC is a limited liability company of which the reporting person is the general manager.

F9: 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. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R.

F10: These shares are included in this Report as a result of the reporting person's recent marriage. 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.

F11: 100% of this option has become exercisable.