Constellation Brands (STZ) Form 4 CONSTELLATION BRANDS / ZACHARY M STERN 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^*

STERN ZACHARY M

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2018

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	12/21/2017		G	V	4,104	D	$0(1)	322,666(2)	I	by Marilyn Sands Master Trust(3)
Class A Common Stock								33,415	D
Class A Common Stock								1,252,052(4)	I	by A&Z 2015 Business Holdings LP(5)

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
Class B (convertible) Common Stock	(6)	01/17/2018		J(7)		183,432		(6)	(6)	Class A Common Stock	183,432	(7)	183,432(8)	I	by MAS Business Holdings LP(9)
Class B (convertible) Common Stock	(6)							(6)	(6)	Class A Common Stock	8,012,712		8,012,712(4)	I	by A&Z 2015 Business Holdings LP(5)

Explanation of Responses:

1. On December 21, 2017, gifts in the aggregate amount of 4,104 shares were made from the Marilyn Sands Master Trust.

2. The reporting person is a trustee of the Marilyn Sands Master Trust. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the trust, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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.

3. Held by the Marilyn Sands Master Trust, for which the reporting person serves as a trustee.

4. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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.

5. A&Z 2015 Business Holdings LP ("A&Z Holdings") is a limited partnership and one of its co-general partners is A&Z 2015 Business Management LLC ("A&Z Management"). A&Z Management owns a .0249% interest in A&ZHoldings. The reporting person indirectly holds limited partner interests in A&Z Holdings and is a member of A&Z Management.

6. Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B.

7. On January 17, 2018, Abby & Zach Holdings LLC ("Abby & Zach Holdings") purchased a 33.3% interest in MAS Business Management LLC ("MAS Management"). MAS Management holds a 0.0139% general partner interest in MAS Business Holdings LP ("MAS Holdings"). The reporting person is a member and a co-manager of Abby & Zach Holdings.

8. Except to the extent that the reporting person has a direct or indirect pecuniary interest in MAS Holdings, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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.

9. MAS Holdings is a limited partnership and its co-general partners are MAS Management and WildStar Partners LLC.

	/s/ Thomas M. Farace, Attorney-in-Fact	01/19/2018
	** 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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