CONSTELLATION BRANDS, INC. — Director's Dealing 2020

May 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2020-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-01	Class A Common Stock	M	7251	—	Acquired	554497	Direct
2020-05-01	Class A Common Stock	M	5216	—	Acquired	559713	Direct
2020-05-01	Class A Common Stock	F	5178	$161.57	Disposed	554535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Performance Share Units	$	M	7251	Disposed		Class A Common Stock (7251.0)	Direct
2020-05-01	Restricted Stock Units	$	M	1810	Disposed		Class A Common Stock (1810.0)	Direct
2020-05-01	Restricted Stock Units	$	M	1917	Disposed		Class A Common Stock (1917.0)	Direct
2020-05-01	Restricted Stock Units	$	M	1489	Disposed		Class A Common Stock (1489.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19329	Indirect
Class A Common Stock	5483842	Indirect
Class A Common Stock	1769	Indirect

Footnotes

F1: Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F2: Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F3: 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.

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: 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.

F6: 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.

F7: The performance share units disposed of in the reported transaction vested on May 1, 2020. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F8: The restricted stock units disposed of in the reported transaction vested on May 1, 2020. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.