CONSTELLATION BRANDS, INC. — Director's Dealing 2020

Nov 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2020-11-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-10	Class A Common Stock	C	408922	—	Acquired	408922	Direct
2020-11-10	Class A Common Stock	S	168113	$199.8655	Disposed	240809	Direct
2020-11-10	Class A Common Stock	S	202204	$200.3684	Disposed	38605	Direct
2020-11-10	Class A Common Stock	S	11830	$201.2663	Disposed	26775	Direct
2020-11-10	Class A Common Stock	S	26775	$202.3382	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-10	Class 1 (convertible) Common Stock	$	C	408922	Disposed		Class A Common Stock (408922.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5483842	Indirect
Class A Common Stock	15720	Indirect
Class A Common Stock	149876	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 $199.0300 to $200.0250, 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 $200.0300 to $201.0200, 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 $201.0300 to $202.0200, 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 $202.0300 to $202.6400, 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: 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.

F7: 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.

F8: 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.

F9: Reflects a change in beneficial ownership of 149,876 shares of Class A Common Stock from direct to indirect. On October 14, 2020, the reporting person transferred 149,876 shares of Class A Common Stock to RES Master LLC. RES Master LLC is a limited liability company that is wholly-owned by a trust, for which the reporting person serves as trustee and is the sole beneficiary.

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.