CONSTELLATION BRANDS, INC. — Director's Dealing 2022

Nov 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2022-11-10

Reporting Person: SANDS RICHARD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-10	Class A Common Stock	A	22746786	—	Acquired	28047296	Indirect
2022-11-10	Class A Common Stock	A	37350	—	Acquired	187226	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-10	Restricted Stock Units	$	A	326	Acquired		Class A Common Stock (326)	Direct
2022-11-10	Non-Qualified Stock Option (right to buy)	$244.03	A	487	Acquired	2032-11-10	Class A Common Stock (487)	Direct
2022-11-10	Class B (convertible) Common Stock	$	D	22746786	Disposed		Class A Common Stock (22746786)	Indirect
2022-11-10	Class B (convertible) Common Stock	$	D	37350	Disposed		Class A Common Stock (37350)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15720	Indirect

Footnotes

F1: Pursuant to a reclassification exempt under Rule 16b-7 that was effected by Constellation Brands, Inc. on November 10, 2022, each share of Class B Common Stock ($0.01 par value) was reclassified and converted into one share of Class A Common Stock ($0.01 par value) and the right to receive a $64.64 cash payment. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of Richard Sands.

F2: Various Sands family limited partnerships directly own the reported securities. 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. The reporting person indirectly owns a membership interest in and is co-manager of RRA&Z.

F3: RES Master LLC ("RES Master") directly owns the reported securities. RES Master is a limited liability company that is wholly-owned by the Richard Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Richard Sands Master Trust.

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

F6: All of these restricted stock units vest on the date specified. Vested shares will be delivered to the reporting person as of the vesting date.