Sec Form 4 Filing - Robert Sands Master Trust @ CONSTELLATION BRANDS, INC. - 2022-07-15

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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
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)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2022
(Street)
VICTOR, NY14564
4. If Amendment, Date Original Filed (MM/DD/YY)
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 07/15/2022 C 1,244,467 A 1,794,681 I By RSS Master LLC( 2 )
Class A Common Stock 07/15/2022 S 1,244,467 D $ 242.81 550,214( 3 ) I By RSS Master LLC( 2 )
Class A Common Stock 07/15/2022 S 183,332 D $ 242.81( 4 ) 5,300,510 I By RRA&Z Holdings LLC( 5 )
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 ( 6 ) 07/15/2022 C 1,244,467 ( 6 ) ( 6 ) Class A Common Stock 1,244,467 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robert Sands Master Trust
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY14564
X
RSS Master LLC
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY14564
X
Signatures
/s/ Robert Sands, Trustee of Robert Sands Master Trust 07/19/2022
Signature of Reporting Person Date
s/ Robert Sands, Trustee of Robert Sands Master Trust, Sole Member of RSS Master LLC 07/19/2022
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 )RSS Master LLC ("RSS Master") is the direct owner of these securities. RSS Master is a limited liability company that is wholly-owned by the Robert Sands Master Trust.
( 3 )Includes 913 shares of Class A Common Stock that were transferred to RSS Master on May 9, 2022 by Robert Sands.
( 4 )On July 15, 2022, MAS Business Holdings LP ("MAS") entered into a private transaction to sell 183,332 shares of Class A Common Stock.
( 5 )The reported shares are also indirectly owned by RSS Master. Various Sands family limited partnerships, including MAS, 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. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RSS Master is a member of RRA&Z.
( 6 )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, 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.

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