Sec Form 4 Filing - SANDS RICHARD @ CONSTELLATION BRANDS, INC. - 2021-11-30

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 RICHARD 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) Vice Chairman of the Board (Last) (First) (Middle) C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2021 (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 5,483,842 I by Richard Sands Master Trust( 1 )( 2 ) Class A Common Stock 149,876 I by RES Master LLC( 3 ) Class A Common Stock 15,720 I By Spouse( 4 )

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 Non-Qualified Stock Option (right to buy) $ 24.5 11/30/2021 M 357,030 04/03/2013( 5 ) 04/03/2022 Class 1 (convertible) Common Stock 357,030 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 47.79 11/30/2021 M 167,370 04/26/2014( 5 ) 04/26/2023 Class 1 (convertible) Common Stock 167,370 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 79.61 11/30/2021 M 105,200 04/28/2015( 5 ) 04/28/2024 Class 1 (convertible) Common Stock 105,200 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 117.12 11/30/2021 M 94,170 04/28/2016( 5 ) 04/28/2025 Class 1 (convertible) Common Stock 94,170 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 156.84 11/30/2021 M 79,141 04/25/2017( 5 ) 04/25/2026 Class 1 (convertible) Common Stock 79,141 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 172.09 11/30/2021 M 84,970 04/21/2018( 5 ) 04/21/2027 Class 1 (convertible) Common Stock 84,970 $ 0 0 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 207.48 11/30/2021 M 36,544 04/23/2020( 6 ) 04/23/2029 Class 1 (convertible) Common Stock 36,544 $ 0 36,543 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 153.02 11/30/2021 M 27,857 04/21/2021( 6 ) 04/21/2030 Class 1 (convertible) Common Stock 27,857 $ 0 83,568 I by RES Master LLC( 3 ) Class 1 (convertible) Common Stock ( 7 ) 11/30/2021 M 952,282 ( 7 ) ( 7 ) Class A Common Stock 952,282 ( 8 ) 952,282 I by RES Master LLC( 3 ) Class B (convertible) Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 22,746,786 22,746,786 I by Richard Sands Master Trust( 1 )( 2 ) Class B (convertible) Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 37,350 37,350 I by RES Master LLC( 3 ) Non-Qualified Stock Option (right to buy) $ 228.26 04/23/2019( 6 ) 04/23/2028 Class 1 (convertible) Common Stock 66,895 66,895 I by RES Master LLC( 3 )( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANDS RICHARD C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY14564 X X Vice Chairman of the Board Signatures /s/ Thomas M. Farace Attorney-in-Fact 12/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Previously reported as indirectly held through RRA&Z Holdings LLC ("RRAZ"). The reporting person has transferred his membership interests in RRAZ to RES Master LLC. ( 2 )The sole member of RES Master LLC is the Richard Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock and Class B Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRAZ is the sole member of WildStar. ( 3 )RES Master LLC is the direct owner of these securities. The sole member of RES Master LLC is the Richard Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. ( 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 )100% of this option has become exercisable. ( 6 )This option becomes exercisable at the rate of 25% per year beginning on the date specified. ( 7 )Shares of Class 1 Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis. In accordance with the certificate of incorporation of Constellation Brands, Inc., any shares of Class A Common Stock issued upon conversion of shares of Class 1 Common Stock must be sold immediately in connection with the conversion. Class 1 Common Stock is not traded on any stock exchange. ( 8 )The shares of Class 1 Common Stock were acquired at the following prices: 357,030 at $24.50; 167,370 at $47.79; 105,200 at $79.61; 94,170 at $117.12; 79,141 at $156.84; 84,970 at $172.09; 36,544 at $207.48; and 27,857 at $153.02. ( 9 )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. ( 10 )Previously reported as directly held by the reporting person. The reporting person has transferred the Non-Qualified Stock Options to RES Master LLC.

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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