CONSTELLATION BRANDS, INC. — Director's Dealing 2022

Apr 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ)
CIK: 0000016918
Period of Report: 2022-04-21

Reporting Person: Bourdeau James O. (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-22	Class A Common Stock	C	9160	—	Acquired	14488	Direct
2022-04-22	Class A Common Stock	S	4580	$253.6973	Disposed	9908	Direct
2022-04-22	Class A Common Stock	S	8280	$254.5474	Disposed	1628	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-21	Restricted Stock Units	$	A	2513	Acquired		Class A Common Stock (2513.0)	Direct
2022-04-21	Non-Qualified Stock Option (right to buy)	$254.21	A	16966	Acquired	2032-04-21	Class 1 (convertible) Common Stock (16966.0)	Direct
2022-04-22	Non-Qualified Stock Option (right to buy)	$87.16	M	3250	Disposed	2024-09-30	Class 1 (convertible) Common Stock (3250.0)	Direct
2022-04-22	Non-Qualified Stock Option (right to buy)	$117.12	M	5910	Disposed	2025-04-28	Class 1 (convertible) Common Stock (5910.0)	Direct
2022-04-22	Class 1 (convertible) Common Stock	$	M	9160	Acquired		Class A Common Stock (9160.0)	Direct
2022-04-22	Class 1 (convertible) Common Stock	$	C	9160	Disposed		Class A Common Stock (9160.0)	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 July 2021 and January 2022 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 $253.1500 to $254.1100, 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 $254.1700 to $255.1400, 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: Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

F6: These restricted stock units vest in four equal annual installments beginning on the date specified. Vested shares will be delivered to the reporting person as of each vesting date net of shares withheld to satisfy taxes.

F7: This option becomes exercisable at the rate of 25% per year beginning on the date specified.

F8: 100% of this option has become exercisable.

F9: 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, Inc., 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.

F10: The shares of Class 1 Common Stock were acquired at the following prices: 3,250 at $87.16 and 5,910 at $117.12.