CONSTELLATION BRANDS, INC. — Director's Dealing 2022

Jul 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2022-07-15

Reporting Person: SANDS ROBERT (Director, See Remarks, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-15	Class A Common Stock	C	1244467	—	Acquired	1794681	Indirect
2022-07-15	Class A Common Stock	S	1244467	$242.81	Disposed	550214	Indirect
2022-07-15	Class A Common Stock	S	183332	$242.81	Disposed	5300510	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-15	Class 1 (convertible) Common Stock	$	C	1244467	Disposed		Class A Common Stock (1244467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8600	Direct
Class A Common Stock	19329	Indirect
Class A Common Stock	1769	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: RSS Master LLC ("RSS Master") is the direct owner of these securities. RSS Master is a limited liability company that is wholly-owned by the Robert Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary.

F3: On July 15, 2022, MAS Business Holdings LP ("MAS") entered into a private transaction to sell 183,332 shares of Class A Common Stock.

F4: The reported shares are also indirectly owned by RSS Master. Various Sands family limited partnerships, including MAS, 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 is a member of RRA&Z.

F5: Excludes 913 shares of Class A Common Stock previously held directly which were transferred to RSS Master on May 9, 2022.

F6: 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.

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: 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, 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.