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: 2021-04-30

Reporting Person: LOCKE JAMES A III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-30	Class A Common Stock	C	11341	—	Acquired	11341	Direct
2021-04-30	Class A Common Stock	S	11341	$240.518	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-30	Non-Qualified Stock Option (right to buy)	$29.02	M	4824	Disposed	2022-07-27	Class 1 (convertible) Common Stock (4824.0)	Direct
2021-04-30	Class 1 (convertible) Common Stock	$	M	4824	Acquired		Class A Common Stock (4824.0)	Direct
2021-04-30	Class 1 (convertible) Common Stock	$	C	4824	Disposed		Class A Common Stock (4824.0)	Direct
2021-04-30	Non-Qualified Stock Option (right to buy)	$21.48	M	6517	Disposed	2021-07-21	Class 1 (convertible) Common Stock (6517.0)	Direct
2021-04-30	Class 1 (convertible) Common Stock	$	M	6517	Acquired		Class A Common Stock (6517.0)	Direct
2021-04-30	Class 1 (convertible) Common Stock	$	C	6517	Disposed		Class A Common Stock (6517.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	39517	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class 1 (convertible) Common Stock	$		Class A Common Stock (10447.0)	10447	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (264.0)	264	Indirect

Footnotes

F1: The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.

F2: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $240.5000 to $240.8600, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

F3: Reflects a change in beneficial ownership of 39,517 shares of Class A Common Stock from direct to indirect. On April 23, 2021 and April 29, 2021 the reporting person transferred 3,971 and 35,546 shares respectively to the James A. Locke III Revocable Trust.

F4: Held by the James A. Locke III Revocable Trust, of which the reporting person is the Trustee and beneficiary.

F5: 100% of this option has become exercisable.

F6: Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange.

F7: Reflects a change in beneficial ownership of 10,447 shares of Class 1 Common Stock from direct to indirect. On April 27, 2021, the reporting person transferred 10,447 shares to the James A. Locke III Revocable Trust.

F8: 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.

F9: Reflects a change in beneficial ownership of 264 shares of Class B Common Stock from direct to indirect. On April 29, 2021, the reporting person transferred 264 shares to the James A. Locke III Revocable Trust.