CONSTELLATION BRANDS, INC. — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2016-11-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-22	Class A Common Stock	J	5750092.0000	—	Acquired	5750092.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-22	Class B (convertible) Common Stock	$	J	1350000.0000	Disposed		Class A Common Stock (1350000.0000)	Indirect
2016-11-22	Class B (convertible) Common Stock	$	J	22746786.0000	Acquired		Class A Common Stock (22746786.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	133378.0000	Direct
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

Footnotes

F1: On November 22, 2016, WildStar Partners LLC ("WildStar") acquired a 0.045% general partner interest in the following affiliated Sands family limited partnerships: RES Business Holdings LP; SER Business Holdings LP; RSS Business Holdings LP; SSR Business Holdings LP; A&Z 2015 Business Holdings LP; RCT 2015 Business Holdings LP; RHT 2015 Business Holdings LP; RSS 2015 Business Holdings LP and MAS Business Holdings LP.

F2: Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable limited partnerships, the reporting person disclaims beneficial ownership with the respect to the 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: RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar. The reporting person is a member and co-manager of RRA&Z and is also the manager of WildStar.

F4: 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.

F5: 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.

F6: RHT 2015 Business Holdings LP ("RHT 2015 Holdings") is a limited partnership and its co-general partners are RHT 2015 Business Management LLC ("RHT Management") and WildStar. RHT Management's ownership interest in RHT 2015 Holdings was reduced from 0.025% to 0.0249% as a result of the transaction described in footnote (1) above. The reporting person indirectly holds limited partner interests in RHT 2015 Holdings and is the sole member of RHT Management.