CONSTELLATION BRANDS, INC. — Director's Dealing 2018

Apr 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2018-04-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-26	Class A Common Stock	G	130000.0000	$0.0000	Acquired	208601.0000	Direct
2018-04-26	Class A Common Stock	J	250000.0000	—	Acquired	6000092.0000	Indirect
2018-04-26	Class A Common Stock	J	183432.0000	—	Acquired	6183524.0000	Indirect
2018-04-26	Class A Common Stock	G	250000.0000	$0.0000	Acquired	6433524.0000	Indirect
2018-04-26	Class A Common Stock	J	130000.0000	—	Disposed	6303524.0000	Indirect
2018-04-26	Class A Common Stock	J	183432.0000	—	Disposed	6120092.0000	Indirect
2018-04-26	Class A Common Stock	J	250000.0000	—	Disposed	5870092.0000	Indirect
2018-04-26	Class A Common Stock	J	250000.0000	—	Disposed	5620092.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-26	Class B (convertible) Common Stock	$	J	250000.0000	Acquired		Class A Common Stock (250000.0000)	Indirect
2018-04-26	Class B (convertible) Common Stock	$	J	183432.0000	Acquired		Class A Common Stock (183432.0000)	Indirect
2018-04-26	Class B (convertible) Common Stock	$	J	183432.0000	Disposed		Class A Common Stock (183432.0000)	Indirect
2018-04-26	Class B (convertible) Common Stock	$	J	250000.0000	Disposed		Class A Common Stock (250000.0000)	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

Footnotes

F1: On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 250,000 shares of Class A Common Stock for 250,000 shares of Class B Common Stock.

F2: 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.

F3: 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.

F4: On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 183,432 shares of Class A Common Stock for 183,432 shares of Class B Common Stock.

F5: On April 26, 2018, a Sands Family limited partnership distributed 130,000 shares of Class A Common Stock to its limited partner.

F6: On April 26, 2018, a Sands Family limited partnership distributed 250,000 shares of Class A Common Stock to its limited partner.

F7: 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.

F8: 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.