Richard Sands - Nov 10, 2022 Form 4 Insider Report for CONSTELLATION BRANDS, INC. (STZ)

Role
Director, 10%+ Owner
Signature
/s/ Thomas M. Farace, Attorney-in-Fact
Stock symbol
STZ
Transactions as of
Nov 10, 2022
Transactions value $
$0
Form type
4
Date filed
11/14/2022, 06:30 AM
Previous filing
Jul 19, 2022
Next filing
Nov 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STZ Class A Common Stock Award +22.7M +429.14% 28M Nov 10, 2022 By RRA&Z Holdings LLC F1, F2
transaction STZ Class A Common Stock Award +37.4K +24.92% 187K Nov 10, 2022 By RES Master LLC F1, F3
holding STZ Class A Common Stock 15.7K Nov 10, 2022 By Spouse F4

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 Restricted Stock Units Award $0 +326 $0.00 326 Nov 10, 2022 Class A Common Stock 326 Direct F5, F6
transaction STZ Non-Qualified Stock Option (right to buy) Award $0 +487 $0.00 487 Nov 10, 2022 Class A Common Stock 487 $244.03 Direct
transaction STZ Class B (convertible) Common Stock Disposed to Issuer -22.7M -100% 0 Nov 10, 2022 Class A Common Stock 22.7M By RRA&Z Holdings LLC F1, F2
transaction STZ Class B (convertible) Common Stock Disposed to Issuer -37.4K -100% 0 Nov 10, 2022 Class A Common Stock 37.4K By RES Master LLC F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7 that was effected by Constellation Brands, Inc. on November 10, 2022, each share of Class B Common Stock ($0.01 par value) was reclassified and converted into one share of Class A Common Stock ($0.01 par value) and the right to receive a $64.64 cash payment. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of Richard Sands.
F2 Various Sands family limited partnerships directly own the reported securities. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar. The reporting person indirectly owns a membership interest in and is co-manager of RRA&Z.
F3 RES Master LLC ("RES Master") directly owns the reported securities. RES Master is a limited liability company that is wholly-owned by the Richard Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Richard Sands Master Trust.
F4 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.
F5 Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
F6 All of these restricted stock units vest on the date specified. Vested shares will be delivered to the reporting person as of the vesting date.