Robert Sands - Nov 30, 2021 Form 4 Insider Report for CONSTELLATION BRANDS, INC. (STZ)

Signature
/s/ Thomas M. Farace, Attorney-in-Fact
Stock symbol
STZ
Transactions as of
Nov 30, 2021
Transactions value $
$0
Form type
4
Date filed
12/2/2021, 03:35 PM
Next filing
Apr 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding STZ Class A Common Stock 8.6K Nov 30, 2021 Direct
holding STZ Class A Common Stock 5.48M Nov 30, 2021 by Robert Sands Master Trust F1, F2
holding STZ Class A Common Stock 549K Nov 30, 2021 by RSS Master LLC F3, F4
holding STZ Class A Common Stock 19.3K Nov 30, 2021 by Pamela K. Sands 2016 Descendants' Trust F5
holding STZ Class A Common Stock 1.77K Nov 30, 2021 By Spouse F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -212K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 212K $24.50 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -115K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 115K $47.79 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -72K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 72K $79.61 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -64.5K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 64.5K $117.12 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -54.2K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 54.2K $156.84 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -57.8K -100% $0.00* 0 Nov 30, 2021 Class 1 (convertible) Common Stock 57.8K $172.09 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -43K -50% $0.00 43K Nov 30, 2021 Class 1 (convertible) Common Stock 43K $207.48 by RSS Master LLC F4, F8
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -32.8K -25% $0.00 98.3K Nov 30, 2021 Class 1 (convertible) Common Stock 32.8K $153.02 by RSS Master LLC F4, F8
transaction STZ Class 1 (convertible) Common Stock Options Exercise +651K +109.74% 1.24M Nov 30, 2021 Class A Common Stock 651K by RSS Master LLC F4, F9, F10
holding STZ Class B (convertible) Common Stock 22.7M Nov 30, 2021 Class A Common Stock 22.7M by Robert Sands Master Trust F1, F2, F11
holding STZ Non-Qualified Stock Option (right to buy) 45.5K Nov 30, 2021 Class 1 (convertible) Common Stock 45.5K $228.26 by RSS Master LLC F4, F8
holding STZ Non-Qualified Stock Option (right to buy) 66.9K Nov 30, 2021 Class 1 (convertible) Common Stock 66.9K $238.31 by RSS Master LLC F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Previously reported as indirectly held through RRA&Z Holdings LLC ("RRAZ"). The reporting person has transferred his membership interests in RRAZ to RSS Master LLC.
F2 The sole member of RSS Master LLC is the Robert Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock and Class B Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRAZ is the sole member of WildStar.
F3 3,366 shares of Class A Common Stock were previously reported as held directly by the reporting person. The reporting person has transferred the securities to RSS Master LLC, which is the direct owner of these securities.
F4 RSS Master LLC is the direct owner of these securities. The sole member of RSS Master LLC is the Robert Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary.
F5 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.
F6 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.
F7 100% of this option has become exercisable.
F8 This option becomes exercisable at the rate of 25% per year beginning on the date specified.
F9 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.
F10 The shares of Class 1 Common Stock were acquired at the following prices: 212,380 at $24.50; 114,560 at $47.79; 72,010 at $79.61; 64,460 at $117.12; 54,168 at $156.84; 57,772 at $172.09; 42,993 at $207.48; and 32,772 at $153.02.
F11 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.