CONSTELLATION BRANDS, INC. — Director's Dealing 2021

May 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2021-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-01	Class A Common Stock	M	2199	—	Acquired	10799	Direct
2021-05-01	Class A Common Stock	M	3404	—	Acquired	14203	Direct
2021-05-01	Class A Common Stock	F	2237	$240.32	Disposed	11966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-01	Performance Share Units	$	M	2199	Disposed		Class A Common Stock (2199.0)	Direct
2021-05-01	Restricted Stock Units	$	M	1916	Disposed		Class A Common Stock (1916.0)	Direct
2021-05-01	Restricted Stock Units	$	M	1488	Disposed		Class A Common Stock (1488.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	545935	Indirect
Class A Common Stock	19329	Indirect
Class A Common Stock	5483842	Indirect
Class A Common Stock	1769	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$238.31	2031-04-20	Class 1 (convertible) Common Stock (66878.0)	66878	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: Reflects a change in beneficial ownership of the reported Class A Common Stock from direct to indirect. On October 13, 2021, the reporting person transferred the Class A Common Stock to RSS Master LLC.

F4: RSS Master LLC is a limited liability company that is wholly-owned by a trust, for which the reporting person serves as trustee and is the sole beneficiary.

F5: 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.

F6: Various Sands family limited partnerships directly own the reported shares of Class A Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RSS Master LLC is a member of RRA&Z. The reporting person is a co-manager of RRA&Z. RSS Master LLC is a sole member limited liability company of which RSS Master Trust is the sole owner. The reporting person is the trustee and sole beneficiary of RSS Master Trust.

F7: 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.

F8: The performance share units disposed of in the reported transaction vested on May 1, 2021. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F9: The restricted stock units disposed of in the reported transaction vested on May 1, 2021. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

F10: This option becomes exercisable at the rate of 25% per year beginning on the date specified.

F11: Reflects a change in beneficial ownership of the reported Non-Qualified Stock Options from direct to indirect. On May 4, 2021, the reporting person transferred the Non-Qualified Stock Options to RSS Master LLC.