Sec Form 4 Filing - BENNETT ABIGAIL J @ CONSTELLATION BRANDS, INC. - 2018-04-26

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
BENNETT ABIGAIL J
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)
04/26/2018
(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
Class A Common Stock 04/26/2018 J( 1 ) 61,144 D $ 0 ( 1 ) 1,190,908 ( 2 ) I by A&Z 2015 Business Holdings LP ( 3 )
Class A Common Stock 04/26/2018 J( 1 ) 183,432 A $ 0 ( 1 ) 183,432 ( 2 ) I by MAS Business Holdings LP ( 4 )
Class A Common Stock 37,415 D
Class A Common Stock 20,615 ( 2 ) I by NS Descendants' Trust ( 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 B (convertible) Common Stock ( 6 ) 04/26/2018 J( 1 ) 61,144 ( 6 ) ( 6 ) Class A Common Stock 61,144 ( 1 ) 8,073,856 ( 2 ) I by A&Z 2015 Business Holdings LP ( 3 )
Class B (convertible) Common Stock ( 6 ) 04/26/2018 J( 1 ) 183,432 ( 6 ) ( 6 ) Class A Common Stock 183,432 ( 1 ) 0 I by MAS Business Holdings LP ( 4 )
Class B (convertible) Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 20,695 20,695 ( 2 ) I by Nancy Sands Desc. Trust ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENNETT ABIGAIL J
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY14564
X
Signatures
/s/ Thomas M. Farace, Attorney-in-Fact 04/30/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 26, 2018, A&Z 2015 Business Holdings LP ("A&Z Holdings") and two other affiliated limited partnerships, each exchanged, on a one-for-one basis, 61,144 shares of Class A Common Stock for 61,144 shares of Class B Common Stock with MAS Business Holdings LP ("MAS Holdings").
( 2 )Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, 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.
( 3 )Held by A&Z Holdings. A&Z 2015 Business Management LLC ("A&Z Management") is a co-general partner of A&Z Holdings, holding a .0249% general partner interest. The reporting person indirectly holds limited partner interests in A&Z Holdings and is a member of A&Z Management.
( 4 )MAS Holdings 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 Holdings. 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.
( 5 )Held by the NS Descendants' Trust, for which the reporting person serves as a trustee.
( 6 )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.
( 7 )Held by the Nancy Sands Descendants' Trust, for which the reporting person serves as a trustee.

Remarks:
The reporting person resigned as a Trustee of the Marilyn Sands Master Trust, and therefore, no longer reports shares held by such Trust.

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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