Constellation Brands Form 4 / ROBERT SANDS 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^*

SANDS ROBERT

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR

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

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/26/2018		J⁽¹⁾		250,000	A	$0⁽¹⁾	6,000,092⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		J⁽⁴⁾		183,432	A	$0⁽⁴⁾	6,183,524⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		G	V	250,000	A	$0.0000	6,433,524⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		J⁽⁵⁾		130,000	D	$0⁽⁵⁾	6,303,524⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		J⁽⁴⁾		183,432	D	$0⁽⁴⁾	6,120,092⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		J⁽¹⁾		250,000	D	$0⁽¹⁾	5,870,092⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock	04/26/2018		J⁽⁶⁾		250,000	D	$0⁽⁶⁾	5,620,092⁽²⁾	I	by RRA&Z Holdings LLC⁽³⁾
Class A Common Stock								586,297	D
Class A Common Stock								19,329	I	by Pamela K. Sands 2016 Descendants' Trust⁽⁷⁾
Class A Common Stock								1,769⁽⁸⁾	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B (convertible) Common Stock	⁽⁹⁾	04/26/2018		J⁽¹⁾		250,000		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	250,000	⁽¹⁾	22,996,786	I	by RRA&Z Holdings LLC⁽³⁾
Class B (convertible) Common Stock	⁽⁹⁾	04/26/2018		J⁽⁴⁾		183,432		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	183,432	⁽⁴⁾	23,180,218	I	by RRA&Z Holdings LLC⁽³⁾
Class B (convertible) Common Stock	⁽⁹⁾	04/26/2018		J⁽⁴⁾			183,432	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	183,432	⁽⁴⁾	22,996,786	I	by RRA&Z Holdings LLC⁽³⁾
Class B (convertible) Common Stock	⁽⁹⁾	04/26/2018		J⁽¹⁾			250,000	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	250,000	⁽¹⁾	22,746,786	I	by RRA&Z Holdings LLC⁽³⁾

Explanation of Responses:

1. On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 250,000 shares of Class A Common Stock for 250,000 shares of Class B Common Stock.

2. 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.

3. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in various Sands Family limited partnerships. The reporting person is a member and co-manager of RRA&Z.

4. On April 26, 2018, certain Sands Family limited partnerships exchanged, on a one-for-one basis, an aggregate of 183,432 shares of Class A Common Stock for 183,432 shares of Class B Common Stock.

5. On April 26, 2018, a Sands Family limited partnership distributed 130,000 shares of Class A Common Stock to its limited partner.

6. On April 26, 2018, a Sands Family limited partnership distributed 250,000 shares of Class A Common Stock to the Pamela K. Sands 2016 Descendants' Trust.

7. 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.

8. 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.

9. 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.

	/s/ Thomas M. Farace, Attorney-in-Fact	04/30/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Constellation Brands (STZ) Form 4CONSTELLATION BRANDS / ROBERT SANDS ownership change