CONSTELLATION BRANDS, INC. — Director's Dealing 2018

Oct 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2018-10-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-19	Class A Common Stock	C	136547.0000	—	Acquired	737607.0000	Direct
2018-10-19	Class A Common Stock	S	11998.0000	$225.3325	Disposed	725609.0000	Direct
2018-10-19	Class A Common Stock	S	32510.0000	$224.2591	Disposed	693099.0000	Direct
2018-10-19	Class A Common Stock	S	92039.0000	$223.1664	Disposed	601060.0000	Direct
2018-10-22	Class A Common Stock	C	14513.0000	—	Acquired	615573.0000	Direct
2018-10-22	Class A Common Stock	S	14513.0000	$224.1228	Disposed	601060.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-19	Class 1 (convertible) Common Stock	$	M	136547.0000	Acquired		Class A Common Stock (136547.0000)	Direct
2018-10-19	Class 1 (convertible) Common Stock	$	C	136547.0000	Disposed		Class A Common Stock (136547.0000)	Direct
2018-10-19	Non-Qualified Stock Option (right to buy)	$11.8500	M	136547.0000	Disposed	2019-04-06	Class 1 Common Stock (136547.0000)	Direct
2018-10-22	Class 1 (convertible) Common Stock	$	M	14513.0000	Acquired		Class A Common Stock (14513.0000)	Direct
2018-10-22	Class 1 (convertible) Common Stock	$	C	14513.0000	Disposed		Class A Common Stock (14513.0000)	Direct
2018-10-22	Non-Qualified Stock Option (right to buy)	$11.8500	M	14513.0000	Disposed	2019-04-06	Class 1 Common Stock (14513.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19329.0000	Indirect
Class A Common Stock	5620092.0000	Indirect
Class A Common Stock	1769.0000	Indirect

Footnotes

F1: 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.

F2: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $224.78 to $225.75, 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: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $223.76 to $224.75, 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.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $223 to $223.75, 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: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $224 to $224.25, 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.

F6: These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this trust. 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: 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.

F8: RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in various Sands Family limited partnerships. The reporting person is a member and co-manager of RRA&Z.

F9: 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.

F10: 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.

F11: 100% of this option has become exercisable.