CONSTELLATION BRANDS, INC. — Director's Dealing 2018

Jan 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2018-01-17

Reporting Person: STERN ZACHARY M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-21	Class A Common Stock	G	4104.0000	—	Disposed	322666.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-17	Class B (convertible) Common Stock	$	J	183432.0000	Acquired		Class A Common Stock (183432.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	33415.0000	Direct
Class A Common Stock	1252052.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (8012712.0000)	8012712.0000	Indirect

Footnotes

F1: On December 21, 2017, gifts in the aggregate amount of 4,104 shares were made from the Marilyn Sands Master Trust.

F2: The reporting person is a trustee of the Marilyn Sands Master Trust. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the trust, 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: Held by the Marilyn Sands Master Trust, for which the reporting person serves as a trustee.

F4: 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.

F5: A&Z 2015 Business Holdings LP ("A&Z Holdings") is a limited partnership and one of its co-general partners is A&Z 2015 Business Management LLC ("A&Z Management"). A&Z Management owns a .0249% interest in A&ZHoldings. The reporting person indirectly holds limited partner interests in A&Z Holdings and is a member of A&Z Management.

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: On January 17, 2018, Abby & Zach Holdings LLC ("Abby & Zach Holdings") purchased a 33.3% interest in MAS Business Management LLC ("MAS Management"). MAS Management holds a 0.0139% general partner interest in MAS Business Holdings LP ("MAS Holdings"). The reporting person is a member and a co-manager of Abby & Zach Holdings.

F8: Except to the extent that the reporting person has a direct or indirect pecuniary interest in MAS Holdings, 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.

F9: MAS Holdings is a limited partnership and its co-general partners are MAS Management and WildStar Partners LLC.