CONSTELLATION BRANDS, INC. — Director's Dealing 2021

Dec 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2021-11-30

Reporting Person: Richard Sands Master Trust (10% Owner)
Reporting Person: RES Master LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-30	Non-Qualified Stock Option (right to buy)	$24.5	M	357030	Disposed	2022-04-03	Class 1 (convertible) Common Stock (357030.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$47.79	M	167370	Disposed	2023-04-26	Class 1 (convertible) Common Stock (167370.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$79.61	M	105200	Disposed	2024-04-28	Class 1 (convertible) Common Stock (105200.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$117.12	M	94170	Disposed	2025-04-28	Class 1 (convertible) Common Stock (94170.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$156.84	M	79141	Disposed	2026-04-25	Class 1 (convertible) Common Stock (79141.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$172.09	M	84970	Disposed	2027-04-21	Class 1 (convertible) Common Stock (84970.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$207.48	M	36544	Disposed	2029-04-23	Class 1 (convertible) Common Stock (36544.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$153.02	M	27857	Disposed	2030-04-21	Class 1 (convertible) Common Stock (27857.0)	Indirect
2021-11-30	Class 1 (convertible) Common Stock	$	M	952282	Acquired		Class A Common Stock (952282.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5483842	Indirect
Class A Common Stock	149876	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (22746786.0)	22746786	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (37350.0)	37350	Indirect
Non-Qualified Stock Option (right to buy)	$228.26	2028-04-23	Class 1 (convertible) Common Stock (66895.0)	66895	Indirect
Non-Qualified Stock Option (right to buy)	$238.31	2031-04-20	Class 1 (convertible) Common Stock (56846.0)	56846	Indirect

Footnotes

F1: The reported shares are also indirectly owned by RES Master LLC. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock and Class B Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRA&Z Holdings LLC ("RRAZ") is the sole member of WildStar, and RES Master LLC is a member of RRAZ. RES Master LLC is a sole member limited liability company of which the Richard Sands Master Trust is the sole owner.

F2: RES Master LLC is the direct owner of these securities. RES Master LLC is a limited liability company that is wholly-owned by the Richard Sands Master Trust.

F3: 100% of this option has become exercisable.

F4: This option becomes exercisable at the rate of 25% per year beginning on the date specified.

F5: Shares of Class 1 Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis. In accordance with the certificate of incorporation of Constellation Brands, Inc., any shares of Class A Common Stock issued upon conversion of shares of Class 1 Common Stock must be sold immediately in connection with the conversion. Class 1 Common Stock is not traded on any stock exchange.

F6: The shares of Class 1 Common Stock were acquired at the following prices: 357,030 at $24.50; 167,370 at $47.79; 105,200 at $79.61; 94,170 at $117.12; 79,141 at $156.84; 84,970 at $172.09; 36,544 at $207.48; and 27,857 at $153.02.

F7: 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.