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: Robert Sands Master Trust (10% Owner)
Reporting Person: RSS 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	212380	Disposed	2022-04-03	Class 1 (convertible) Common Stock (212380.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$47.79	M	114560	Disposed	2023-04-26	Class 1 (convertible) Common Stock (114560.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$79.61	M	72010	Disposed	2024-04-28	Class 1 (convertible) Common Stock (72010.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$117.12	M	64460	Disposed	2025-04-28	Class 1 (convertible) Common Stock (64460.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$156.84	M	54168	Disposed	2026-04-25	Class 1 (convertible) Common Stock (54168.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$172.09	M	57772	Disposed	2027-04-21	Class 1 (convertible) Common Stock (57772.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$207.48	M	42993	Disposed	2029-04-23	Class 1 (convertible) Common Stock (42993.0)	Indirect
2021-11-30	Non-Qualified Stock Option (right to buy)	$153.02	M	32772	Disposed	2030-04-21	Class 1 (convertible) Common Stock (32772.0)	Indirect
2021-11-30	Class 1 (convertible) Common Stock	$	M	651115	Acquired		Class A Common Stock (651115.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5483842	Indirect
Class A Common Stock	549301	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (22746786.0)	22746786	Indirect
Non-Qualified Stock Option (right to buy)	$228.26	2028-04-23	Class 1 (convertible) Common Stock (45480.0)	45480	Indirect
Non-Qualified Stock Option (right to buy)	$238.31	2031-04-20	Class 1 (convertible) Common Stock (66878.0)	66878	Indirect

Footnotes

F1: The reported shares are also indirectly owned by RSS 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 limitedpartnerships. RRA&Z Holdings LLC ("RRAZ") is the sole member of WildStar, and RSS Master LLC is a member of RRAZ. RSS Master LLC is a sole member limited liability company of which the Robert SandsMaster Trust is the sole owner.

F2: RSS Master LLC is the direct owner of these securities. RSS Master LLC is a limited liability company that is wholly-owned by the Robert 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: 212,380 at $24.50; 114,560 at $47.79; 72,010 at $79.61; 64,460 at $117.12; 54,168 at $156.84; 57,772 at $172.09; 42,993 at $207.48; and 32,772 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.