Sec Form 4 Filing - STERN ZACHARY M @ CONSTELLATION BRANDS, INC. - 2023-05-10

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
STERN ZACHARY M
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group
(Last) (First) (Middle)
C/O WILDSTAR PARTNERS LLC, 110 E. ATLANTIC AVE., STE. 200
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2023
(Street)
DELRAY BEACH, FL33444
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 05/10/2023 S 650,000 D $ 223.53 3,365,715 I By ZMSS Business Holdings LP ( 1 )
Class A Common Stock 05/10/2023 S 20,695 D $ 223.53 0 I By NSDT 2009 STZ LLC ( 2 )
Class A Common Stock 05/10/2023 S 20,615 D $ 223.53 0 I By NSDT 2011 STZ LLC ( 3 )
Class A Common Stock 05/10/2023 S 100 D $ 223.53 0 I By MAS Business Holdings LP ( 4 )
Class A Common Stock 33,415 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 Securit ies 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STERN ZACHARY M
C/O WILDSTAR PARTNERS LLC
110 E. ATLANTIC AVE., STE. 200
DELRAY BEACH, FL33444
Member of 10% owner group
Signatures
/s/ Zachary Stern 05/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ZMSS Business Holdings LP ("ZMSS Holdings") directly owns the reported securities. ZMSS Holdings is a limited partnership and ZMSS Business Management LLC ("ZMSS Management") is its co-general partner. The Reporting Person indirectly holds limited partner interests in ZMSS Holdings and is the sole member of ZMSS Management. The shares held by ZMSS Holdings were received as a contribution from its former parent, A&Z 2015 Business Holdings LP, which was liquidated in November 2022 and its assets were distributed to its partners.
( 2 )The reported shares were held by NSDT 2009 STZ LLC ("NSDT 2009"), for which the reporting person serves as a trustee of the ultimate parent trust of NSDT 2009.
( 3 )The reported shares were held by NSDT 2011 STZ LLC ("NSDT 2011"), for which the reporting person serves as a trustee of the ultimate parent trust of NSDT 2011.
( 4 )MAS Business Holdings LP ("MAS") was the direct owner of these securities. MAS is a limited partnership and MAS Business Management LLC ("MAS Management") is its co-general partner. MAS Management holds a 0.0139% general partner interest in MAS. Abby & Zach Holdings LLC ("Abby & Zach Holdings") holds a 33.3% interest in MAS Management. The Reporting Person is a member and a co-manager of Abby & Zach Holdings.

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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