Sec Form 4 Filing - MILLAR STEPHEN BRIAN @ CONSTELLATION BRANDS, INC. - 2005-08-04

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
MILLAR STEPHEN BRIAN
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ/STZ.B]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Constellation Wines
(Last) (First) (Middle)
C/O CONSTELLATION BRANDS, INC., 370 WOODCLIFF DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2005
(Street)
FAIRPORT, NY14450
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 08/04/2005 M 50,000 A $ 11.7 52,296 ( 1 ) D
Class A Common Stock 08/04/2005 S 50,000 D $ 27.4259 2,296 ( 1 ) D
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
CHESS Depositary Interests ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 29,122 291,220 I by Spouse ( 3 )
CHESS Depositary Interests ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 19,550 195,500 D
Non-Qualified Stock Option (Right to Buy) $ 11.7 08/04/2005 M 50,000 ( 4 ) 04/08/2013 Class A Common Stock 50,000 $ 0 100,000 D
Non-Qualified Stock Option (Right to Buy) $ 11.7 ( 5 ) 04/08/2013 Class A Common Stock 200,000 200,000 D
Incentive Stock Option (Right to Buy) $ 15.25 ( 6 ) 06/26/2013 Class A Common Stock 31,212 31,212 D
Non-Qualified Stock Option (Right to Buy) $ 16.63 ( 5 ) 04/06/2014 Class A Common Stock 101,400 101,400 D
Non-Qualified Stock Option (Right to Buy) $ 23.02 ( 7 ) 12/23/2014 Class A Common Stock 40,000 40,000 D
Non-Qualified Stock Option (Right to Buy) $ 27.235 04/07/2009( 8 ) 04/07/2015 Class A Common Stock 64,800 64,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLAR STEPHEN BRIAN
C/O CONSTELLATION BRANDS, INC.
370 WOODCLIFF DRIVE, SUITE 300
FAIRPORT, NY14450
CEO, Constellation Wines
Signatures
Stephen B. Millar 08/08/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares of Class A Common Stock acquired in July 2005 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.
( 2 )The Constellation CHESS Depositary Interests ('CDIs') are issued by CHESS Depositary Nominees Pty Limited and are traded on the Australian Stock Exchange ('ASX') under the symbol 'CBR'. The ratio of CDIs to Class A Common Stock is 10 CDIs for each share of Class A Comon Stock.
( 3 )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.
( 4 )50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 8, 2006.
( 5 )100% of this option has become exercisable.
( 6 )40% of this option has become exercisable and the remaining 60% will become exercisable in three equal annual installments, beginning on June 26, 2006.
( 7 )This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days.
( 8 )This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days.

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