Constellation Brands (STZ) Form 4 CONSTELLATION BRANDS / William A Newlands 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^*

Newlands William A

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2021

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	04/29/2021		C		17,160	A	(1)	36,204(2)	D
Class A Common Stock	04/29/2021		S		2,167	D	$238.1485(3)	34,037	D
Class A Common Stock	04/29/2021		S		14,893	D	$239.3122(4)	19,144	D
Class A Common Stock	04/29/2021		S		100	D	$239.845	19,044	D
Class A Common Stock	04/29/2021		S		1,536	D	$238.2118(5)	17,508	D
Class A Common Stock	04/29/2021		S		8,631	D	$239.4029(6)	8,877	D
Class A Common Stock	05/01/2021		M		946	A	$0(7)	9,823	D
Class A Common Stock	05/01/2021		M		5,341	A	$0(8)	15,164	D
Class A Common Stock	05/01/2021		F		2,571	D	$240.32	12,593	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
Non-Qualified Stock Option (right to buy)	$117.12	04/29/2021		M			17,160	04/28/2016(9)	04/28/2025	Class 1 (convertible) Common Stock	17,160	$0	0	D
Class 1 (convertible) Common Stock	(10)	04/29/2021		M		17,160		(10)	(10)	Class A Common Stock	17,160	$117.12	17,160	D
Class 1 (convertible) Common Stock	(10)	04/29/2021		C			17,160	(10)	(10)	Class A Common Stock	17,160	$0	0	D
Performance Share Units	(7)	05/01/2021		M			946	(11)	(11)	Class A Common Stock	946	$0	0	D
Restricted Stock Units	(8)	05/01/2021		M			681	05/01/2018(12)	(12)	Class A Common Stock	681	$0	0	D
Restricted Stock Units	(8)	05/01/2021		M			640	05/01/2019(12)	(12)	Class A Common Stock	640	$0	640	D
Restricted Stock Units	(8)	05/01/2021		M			1,446	05/01/2020(12)	(12)	Class A Common Stock	1,446	$0	2,892	D
Restricted Stock Units	(8)	05/01/2021		M			2,574	05/01/2021(12)	(12)	Class A Common Stock	2,574	$0	7,719	D

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

5. 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.

6. 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.

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

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

9. 100% of this option has become exercisable.

10. 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.

11. 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.

12. 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.

Remarks:

	/s/ H. Elaine Ziakas, Attorney-in-fact	05/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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