CONSTELLATION BRANDS, INC. — Director's Dealing 2021

May 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2021-04-29

Reporting Person: Newlands William A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Class A Common Stock	C	17160	—	Acquired	36204	Direct
2021-04-29	Class A Common Stock	S	2167	$238.1485	Disposed	34037	Direct
2021-04-29	Class A Common Stock	S	14893	$239.3122	Disposed	19144	Direct
2021-04-29	Class A Common Stock	S	100	$239.845	Disposed	19044	Direct
2021-04-29	Class A Common Stock	S	1536	$238.2118	Disposed	17508	Direct
2021-04-29	Class A Common Stock	S	8631	$239.4029	Disposed	8877	Direct
2021-05-01	Class A Common Stock	M	946	—	Acquired	9823	Direct
2021-05-01	Class A Common Stock	M	5341	—	Acquired	15164	Direct
2021-05-01	Class A Common Stock	F	2571	$240.32	Disposed	12593	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Non-Qualified Stock Option (right to buy)	$117.12	M	17160	Disposed	2025-04-28	Class 1 (convertible) Common Stock (17160.0)	Direct
2021-04-29	Class 1 (convertible) Common Stock	$	M	17160	Acquired		Class A Common Stock (17160.0)	Direct
2021-04-29	Class 1 (convertible) Common Stock	$	C	17160	Disposed		Class A Common Stock (17160.0)	Direct
2021-05-01	Performance Share Units	$	M	946	Disposed		Class A Common Stock (946.0)	Direct
2021-05-01	Restricted Stock Units	$	M	681	Disposed		Class A Common Stock (681.0)	Direct
2021-05-01	Restricted Stock Units	$	M	640	Disposed		Class A Common Stock (640.0)	Direct
2021-05-01	Restricted Stock Units	$	M	1446	Disposed		Class A Common Stock (1446.0)	Direct
2021-05-01	Restricted Stock Units	$	M	2574	Disposed		Class A Common Stock (2574.0)	Direct

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: Includes shares of Class A Common Stock acquired in January 2021 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.

F3: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $237.5500 to $238.5100, 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.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $238.8100 to $239.6600, 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.

F5: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $237.7700 to $238.5700, 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.

F6: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $238.9900 to $239.9600, 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.

F7: Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F8: Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F9: 100% of this option has become exercisable.

F10: 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.

F11: 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.

F12: 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.