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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CONSTELLATION BRANDS, INC. [ STZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/22/2022 | C | 9,160 | A | (1) | 14,488(2) | D | |||
| Class A Common Stock | 04/22/2022 | S | 4,580 | D | $253.6973(3) | 9,908 | D | |||
| Class A Common Stock | 04/22/2022 | S | 8,280 | D | $254.5474(4) | 1,628 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (5) | 04/21/2022 | A | 2,513 | 05/01/2023(6) | (6) | Class A Common Stock | 2,513 | $0 | 2,513 | D | ||||
| Non-Qualified Stock Option (right to buy) | $254.21 | 04/21/2022 | A | 16,966 | 04/21/2023(7) | 04/21/2032 | Class 1 (convertible) Common Stock | 16,966 | $0 | 16,966 | D | ||||
| Non-Qualified Stock Option (right to buy) | $87.16 | 04/22/2022 | M | 3,250 | 09/30/2015(8) | 09/30/2024 | Class 1 (convertible) Common Stock | 3,250 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $117.12 | 04/22/2022 | M | 5,910 | 04/28/2016(8) | 04/28/2025 | Class 1 (convertible) Common Stock | 5,910 | $0 | 0 | D | ||||
| Class 1 (convertible) Common Stock | (9) | 04/22/2022 | M | 9,160 | (9) | (9) | Class A Common Stock | 9,160 | (10) | 9,160 | D | ||||
| Class 1 (convertible) Common Stock | (9) | 04/22/2022 | C | 9,160 | (9) | (9) | Class A Common Stock | 9,160 | $0 | 0 | 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 July 2021 and January 2022 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 $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. |
| 4. 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. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. |
| 6. 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. |
| 7. This option becomes exercisable at the rate of 25% per year beginning on the date specified. |
| 8. 100% of this option has become exercisable. |
| 9. 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. |
| 10. The shares of Class 1 Common Stock were acquired at the following prices: 3,250 at $87.16 and 5,910 at $117.12. |
| Remarks: |
| /s/ Brian S. Bennett, Attorney-in-fact | 04/25/2022 | |
| ** 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. | ||