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: SANDS RICHARD (Director, Vice Chairman of the Board, 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
Class A Common Stock	15720	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

Footnotes

F1: Previously reported as indirectly held through RRA&Z Holdings LLC ("RRAZ"). The reporting person has transferred his membership interests in RRAZ to RES Master LLC.

F2: The sole member of RES Master LLC is the Richard Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. 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. RRAZ is the sole member of WildStar.

F3: RES Master LLC is the direct owner of these securities. The sole member of RES Master LLC is the Richard Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary.

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: 100% of this option has become exercisable.

F6: This option becomes exercisable at the rate of 25% per year beginning on the date specified.

F7: 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.

F8: 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.

F9: 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.

F10: Previously reported as directly held by the reporting person. The reporting person has transferred the Non-Qualified Stock Options to RES Master LLC.