CONSTELLATION BRANDS, INC. — Director's Dealing 2016

Jul 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2016-07-01

Reporting Person: MULLIN THOMAS J (Exec. VP & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-01	Class A Common Stock	M	13100.0000	—	Acquired	101702.0000	Direct
2016-07-01	Class A Common Stock	M	6550.0000	—	Acquired	108252.0000	Direct
2016-07-01	Class A Common Stock	F	10134.0000	$163.6100	Disposed	98118.0000	Direct
2016-07-06	Class A Common Stock	C	30000.0000	—	Acquired	128118.0000	Direct
2016-07-06	Class A Common Stock	S	30000.0000	$165.7298	Disposed	98118.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-01	Performance Share Units	$	M	13100.0000	Disposed		Class A Common Stock (13100.0000)	Direct
2016-07-01	Restricted Stock Units	$	M	6550.0000	Disposed		Class A Common Stock (6550.0000)	Direct
2016-07-06	Class 1 (convertible) Common Stock	$	M	30000.0000	Acquired		Class A Common Stock (30000.0000)	Direct
2016-07-06	Class 1 (convertible) Common Stock	$	C	30000.0000	Disposed		Class A Common Stock (30000.0000)	Direct
2016-07-06	Non-Qualified Stock Option (right to buy)	$11.8500	M	30000.0000	Disposed	2019-04-06	Class 1 Common Stock (30000.0000)	Direct

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: The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $165.43 to $166.23, 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.

F5: The performance share units disposed of in the reported transaction vested on July 1, 2016. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F6: The restricted stock units disposed of in the reported transaction vested on July 1, 2016. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F7: Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange.

F8: The four-year vesting schedule began on the date specified; 100% of this option has now vested.