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

Role
Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Thomas M. Farace, Attorney-in-Fact
Issuer symbol
STZ
Transactions as of
30 Nov 2021
Net transactions value
$0
Form type
4
Filing time
02 Dec 2021, 15:35:38 UTC
Next filing
25 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding STZ Class A Common Stock 8,600 30 Nov 2021 Direct
holding STZ Class A Common Stock 5,483,842 30 Nov 2021 by Robert Sands Master Trust F1, F2
holding STZ Class A Common Stock 549,301 30 Nov 2021 by RSS Master LLC F3, F4
holding STZ Class A Common Stock 19,329 30 Nov 2021 by Pamela K. Sands 2016 Descendants' Trust F5
holding STZ Class A Common Stock 1,769 30 Nov 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 -212,380 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 212,380 $24.50 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -114,560 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 114,560 $47.79 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -72,010 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 72,010 $79.61 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -64,460 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 64,460 $117.12 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -54,168 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 54,168 $156.84 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -57,772 -100% $0.000000* 0 30 Nov 2021 Class 1 (convertible) Common Stock 57,772 $172.09 by RSS Master LLC F4, F7
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -42,993 -50% $0.000000 42,992 30 Nov 2021 Class 1 (convertible) Common Stock 42,993 $207.48 by RSS Master LLC F4, F8
transaction STZ Non-Qualified Stock Option (right to buy) Options Exercise $0 -32,772 -25% $0.000000 98,316 30 Nov 2021 Class 1 (convertible) Common Stock 32,772 $153.02 by RSS Master LLC F4, F8
transaction STZ Class 1 (convertible) Common Stock Options Exercise +651,115 +110% 1,244,467 30 Nov 2021 Class A Common Stock 651,115 by RSS Master LLC F4, F9, F10
holding STZ Class B (convertible) Common Stock 22,746,786 30 Nov 2021 Class A Common Stock 22,746,786 by Robert Sands Master Trust F1, F2, F11
holding STZ Non-Qualified Stock Option (right to buy) 45,480 30 Nov 2021 Class 1 (convertible) Common Stock 45,480 $228.26 by RSS Master LLC F4, F8
holding STZ Non-Qualified Stock Option (right to buy) 66,878 30 Nov 2021 Class 1 (convertible) Common Stock 66,878 $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.