CONSTELLATION BRANDS, INC. — Director's Dealing 2020

Jul 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2020-07-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-21	Class A Common Stock	C	90184	—	Acquired	644719	Direct
2020-07-21	Class A Common Stock	S	67037	$180.7399	Disposed	577682	Direct
2020-07-21	Class A Common Stock	S	13194	$181.9991	Disposed	564488	Direct
2020-07-21	Class A Common Stock	S	4169	$182.9016	Disposed	560319	Direct
2020-07-21	Class A Common Stock	S	5784	$183.4113	Disposed	554535	Direct
2020-07-22	Class A Common Stock	C	122203	—	Acquired	676738	Direct
2020-07-22	Class A Common Stock	S	80000	$179.488	Disposed	596738	Direct
2020-07-22	Class A Common Stock	S	42203	$180.3953	Disposed	554535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-21	Non-Qualified Stock Option (right to buy)	$20.6	M	90184	Disposed	2021-04-05	Class 1 (convertible) Common Stock (90184.0)	Direct
2020-07-21	Class 1 (convertible) Common Stock	$	M	90184	Acquired		Class A Common Stock (90184.0)	Direct
2020-07-21	Class 1 (convertible) Common Stock	$	C	90184	Disposed		Class A Common Stock (90184.0)	Direct
2020-07-22	Non-Qualified Stock Option (right to buy)	$20.6	M	122203	Disposed	2021-04-05	Class 1 (convertible) Common Stock (122203.0)	Direct
2020-07-22	Class 1 (convertible) Common Stock	$	M	122203	Acquired		Class A Common Stock (122203.0)	Direct
2020-07-22	Class 1 (convertible) Common Stock	$	C	122203	Disposed		Class A Common Stock (122203.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5483842	Indirect
Class A Common Stock	1769	Indirect
Class A Common Stock	19329	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 $180.2700 to $181.2500, 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 $181.3030 to $182.1620, 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 $182.3100 to $183.2200, 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 $183.2600 to $183.9000, 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: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $179.1000 to $179.9800, 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.

F7: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $180.0000 to $181.0000, 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 100% of this option has become exercisable.

F13: 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.