Robert P Ryder Form 4 CONSTELLATION BRANDS / ROBERT P RYDER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RYDER ROBERT P

(Last) (First) (Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/01/2015		M		28,540	A	$0(1)	100,963	D
Class A Common Stock	05/01/2015		M		6,482	A	$0(2)	107,445	D
Class A Common Stock	05/01/2015		F		18,064	D	$117.19	89,381	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(1)	05/01/2015		M			28,540	(3)	(3)	Class A Common Stock	28,540	$0.0000	0.0000	D
Restricted Stock Units	(2)	05/01/2015		M			3,567	(4)	(4)	Class A Common Stock	3,567	$0.0000	3,567	D
Restricted Stock Units	(2)	05/01/2015		M			1,800	05/01/2014(4)	(4)	Class A Common Stock	1,800	$0.0000	3,600	D
Restricted Stock Units	(2)	05/01/2015		M			1,115	05/01/2015(4)	(4)	Class A Common Stock	1,115	$0.0000	3,345	D

Explanation of Responses:

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

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

3. The performance share units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

4. The restricted stock units disposed of in the reported transaction vested on May 1, 2015. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.

	/s/ H. Elaine Ziakas for Robert Ryder	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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