Sec Form 3/A Filing - Richard Sands Master Trust @ CONSTELLATION BRANDS, INC. - 2021-04-30

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FORM 3/A
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
Richard Sands Master Trust
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2021
(Street)
VICTOR, NY14564
4. If Amendment, Date Original Filed (MM/DD/YY)
05/10/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 149,876 I by RES Master LLC ( 1 )
Class A Common Stock 5,483,842 I by RRAZ Holdings LLC ( 2 )
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 B (convertible) Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 37,350 I by RES Master LLC ( 1 )
Class B (convertible) Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 22,746,786 I by RRAZ Holdings LLC ( 2 )
Non-Qualified Stock Option (right to buy) $ 24.5 04/03/2013( 4 ) 04/03/2022 Class 1 (convertible) Common Stock 357,030 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 47.79 04/26/2014( 4 ) 04/26/2023 Class 1 (convertible) Common Stock 167,370 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 79.61 04/28/2015( 4 ) 04/28/2024 Class 1 (convertible) Common Stock 105,200 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 117.12 04/28/2016( 4 ) 04/28/2025 Class 1 (convertible) Common Stock 94,170 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 156.84 04/25/2017( 4 ) 04/25/2026 Class 1 (convertible) Common Stock 79,141 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 172.09 04/21/2018( 4 ) 04/21/2027 Class 1 (convertible) Common Stock 84,970 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 228.26 04/23/2019( 5 ) 04/23/2028 Class 1 (convertible) Common Stock 66,895 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 207.48 04/23/2020( 5 ) 04/23/2029 Class 1 (convertible) Common Stock 73,087 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 153.02 04/21/2021( 5 ) 04/21/2030 Class 1 (convertible) Common Stock 111,425 I by RES Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 238.31 04/20/2022( 5 ) 04/20/2031 Class 1 (convertible) Common Stock 56,846 I by RES Master LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Richard Sands Master Trust
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
RES Master LLC
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
Signatures
/s/ Thomas Farace, Authorized Person, Richard Sands Master Trust 05/10/2021
Signature of Reporting Person Date
/s/ Thomas Farace, Authorized Person, RES Master LLC 05/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )RES Master LLC is the direct owner of these securities. RES Master LLC is a limited liability company that is wholly-owned by the Richard Sands Master Trust.
( 2 )The reported shares are also indirectly owned by RES Master LLC. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limitedpartnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RES Master LLC is a member of RRA&Z. RES Master LLC is a sole member limited liability company of which RESMaster Trust is the sole owner.
( 3 )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.
( 4 )100% of this option has become exercisable.
( 5 )This option becomes exercisable at the rate of 25% per year beginning on the date specified.

Remarks:
The Form 3 that was filed was intended to be filed jointly by Richard Sands Master Trust and RES Master LLC. This Amendment is being filed solely to include RES Master LLC as a reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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