Sec Form 3/A Filing - Robert 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
Robert 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 549,301 I by RSS 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 1 (convertible) Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 593,352 I by RSS Master LLC ( 1 )
Class B (convertible) Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 22,746,786 I by RRAZ Holdings LLC ( 2 )
Non-Qualified Stock Option (right to buy) $ 153.02 04/21/2021( 5 ) 04/21/2030 Class 1 (convertible) Common Stock 131,088 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 47.79 04/26/2014( 6 ) 04/26/2023 Class 1 (convertible) Common Stock 114,560 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 228.26 04/23/2019( 5 ) 04/23/2028 Class 1 (convertible) Common Stock 45,480 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 172.09 04/21/2018( 6 ) 04/21/2027 Class 1 (convertible) Common Stock 57,772 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 24.5 04/03/2013( 6 ) 04/03/2022 Class 1 (convertible) Common Stock 212,380 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 79.61 04/28/2015( 6 ) 04/28/2024 Class 1 (convertible) Common Stock 72,010 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 238.31 04/20/2022( 5 ) 04/20/2031 Class 1 (convertible) Common Stock 66,878 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 117.12 04/28/2016( 6 ) 04/28/2025 Class 1 (convertible) Common Stock 64,460 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 207.48 04/23/2020( 5 ) 04/23/2029 Class 1 (convertible) Common Stock 85,985 I by RSS Master LLC ( 1 )
Non-Qualified Stock Option (right to buy) $ 156.84 04/25/2017( 6 ) 04/25/2026 Class 1 (convertible) Common Stock 54,168 I by RSS Master LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robert Sands Master Trust
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
RSS Master LLC
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY14564
X
Signatures
/s/ Thomas Farace, Authorized Person, Robert Sands Master Trust 05/10/2021
Signature of Reporting Person Date
/s/ Thomas Farace, Authorized Person, RSS Master LLC 05/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )RSS Master LLC is the direct owner of these securities. RSS Master LLC is a limited liability company that is wholly-owned by the Robert Sands Master Trust.
( 2 )The reported shares are also indirectly owned by RSS 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 RSS Master LLC is a member of RRA&Z. RSS Master LLC is a sole member limited liability company of which the Robert SandsMaster Trust is the sole owner.
( 3 )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.
( 4 )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.
( 5 )This option becomes exercisable at the rate of 25% per year beginning on the date specified.
( 6 )100% of this option has become exercisable.

Remarks:
The Form 3 that was filed was intended to be filed jointly by Robert Sands Master Trust and RSS Master LLC. This Amendment is being filed solely to include RSS 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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