Sec Form 4 Filing - SANDS RICHARD @ CONSTELLATION BRANDS, INC. - 2018-01-17

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
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)
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)
01/17/2018
(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
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 ( 1 ) 01/17/2018 J( 2 ) 1,350,000 ( 1 ) ( 1 ) Class A Common Stock 1,350,000 ( 2 ) 1,350,000 ( 3 ) I by RHT 2015 Business Holdings LP ( 4 )
Class B (convertible) Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 37,350 37,350 D
Class B (convertible) Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 22,746,786 22,746,786 ( 3 ) I by RRA&Z Holdings LLC ( 5 )
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 Chairman of the Board
Signatures
/s/ Thomas M. Farace, Attorney-in-Fact 01/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )On January 17, 2018, Mr. Sands sold his 100% interest in RHT 2015 Business Management LLC ("RHT 2015 Management") to a family trust. RHT 2015 Management holds a 0.0257% general partner interest in RHT 2015 Business Holdings LP ("RHT 2015 Holdings").
( 3 )Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable limited partnerships, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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.
( 4 )RHT 2015 Holdings is a limited partnership and its co-general partners are RHT 2015 Management and WildStar Partners LLC ("WildStar").
( 5 )RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar. WildStar holds a 0.045% co-general partner interest in various Sands Family limited partnerships including RHT 2015 Holdings. The reporting person is a member and co-manager of RRA&Z and is also the manager of WildStar. Securities indirectly held by RRA&Z include those held directly by RHT 2015 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).
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