CONSTELLATION BRANDS, INC. — Director's Dealing 2016

May 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2016-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-13	Class A Common Stock	J	131491.0000	—	Acquired	133378.0000	Direct
2016-05-12	Class A Common Stock	J	667368.0000	—	Acquired	668136.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-12	Class B (convertible) Common Stock	$	J	667368.0000	Disposed		Class A Common Stock (667368.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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 (1350000.0000)	1350000.0000	Indirect

Footnotes

F1: The reporting person has been a general partner of M,L,R&R prior to the exchange described in footnote 2 below and has previously reported all of the shares held by M,L,R&R. On May 13, 2016, M,L,R&R distributed all of its shares of Class A Common Stock to its general partners, on a pro rata basis. Consequently, the reporting person received 131,491 shares of Class A Common Stock through this distribution and no longer indirectly holds any shares through M,L,R&R.

F2: On May 12, 2016, M,L,R&R exchanged, on a one-for-one basis, 667,368 shares of Class B Common Stock for 667,368 shares of Class A Common Stock with an affiliated limited partnership.

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: The reporting person no longer beneficially owns any shares of Class A Common Stock indirectly through M,L,R&R. See footnote 1 above.

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: RHT 2015 Business Holdings LP ("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 indirectly holds limited partner interests in RHT Holdings and is the sole member of RHT Management.