CONSTELLATION BRANDS, INC. — Director's Dealing 2019

Jan 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2019-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-28	Class A Common Stock	G	59621.0000	$0.0000	Disposed	541439.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-03	Class 1 (convertible) Common Stock	$	M	547130.0000	Acquired		Class A Common Stock (547130.0000)	Direct
2019-01-03	Non-Qualified Stock Option (right to buy)	$11.8500	M	547130.0000	Disposed	2019-04-06	Class 1 Common Stock (547130.0000)	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: 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.

F2: Except to the extent that the reporting person has a direct or indirect pecuniary interest in the 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: 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.

F5: 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.

F6: 100% of this option has become exercisable.