Sec Form 4 Filing - SANDS ROBERT @ CONSTELLATION BRANDS, INC. - 2015-11-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SANDS ROBERT
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)
President & CEO
(Last) (First) (Middle)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2015
(Street)
VICTOR, NY14564
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/13/2015 C 12,014 A $ 0 ( 1 ) 747,346 D
Class A Common Stock 11/13/2015 S 12,014 D $ 133.5066 ( 2 ) 735,332 D
Class A Common Stock 11/16/2015 C 151,087 A $ 0 ( 1 ) 886,419 D
Class A Common Stock 11/16/2015 S 151,087 D $ 134.1604 ( 3 ) 735,332 D
Class A Common Stock 80,928 ( 4 ) I by LES Holdings LLC ( 5 )
Class A Common Stock 73,800 ( 4 ) I by MES Holdings LLC ( 6 )
Class A Common Stock 768 ( 7 ) I by MLR&R ( 8 )
Class A Common Stock 1,769 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class 1 (convertible) Common Stock ( 9 ) 11/13/2015 M 12,014 ( 9 ) ( 9 ) Class A Common Stock 12,014 $ 19.12 12,014 D
Class 1 (convertible) Common Stock ( 9 ) 11/13/2015 C 12,014 ( 9 ) ( 9 ) Class A Common Stock 12,014 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 19.12 11/13/2015 M 12,014 ( 10 ) 04/01/2018 Class 1 Common Stock 12,014 $ 0 151,087 D
Class 1 (convertible) Common Stock ( 9 ) 11/16/2015 M 151,087 ( 9 ) ( 9 ) Class A Common Stock 151,087 $ 19.12 151,087 D
Class 1 (convertible) Common Stock ( 9 ) 11/16/2015 C 151,087 ( 9 ) ( 9 ) Class A Common Stock 151,087 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 19.12 11/16/2015 M 151,087 ( 10 ) 04/01/2018 Class 1 Common Stock 151,087 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANDS ROBERT
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY14564
X X President & CEO
Signatures
/s/ H. Elaine Ziakas for Robert Sands 11/17/2015
Signature of Reporting Person Date
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 )Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $133.50 to $133.565, inclusive. Upon request by the Co mmission 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.
( 3 )Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $134.00 to $134.50, 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 )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.
( 5 )LES Holdings LLC is a limited liability company of which the reporting person is the general manager.
( 6 )MES Holdings LLC is a limited liability company of which the reporting person is the general manager.
( 7 )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.
( 8 )M,L,R&R is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest.
( 9 )Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange.
( 10 )100% of this option has become exercisable.

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