Statement of Changes in Beneficial Ownership (4)
January 19 2018 - 3:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SANDS ROBERT
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2. Issuer Name
and
Ticker or Trading Symbol
CONSTELLATION BRANDS, INC.
[
STZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2018
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(Street)
VICTOR, NY 14564
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B (convertible) Common Stock
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(1)
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1/17/2018
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J
(2)
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1350000.0000
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(1)
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(1)
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Class A Common Stock
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1350000.0000
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(2)
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1350000.0000
(3)
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I
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by RCT 2015 Business Holdings LP
(4)
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Class B (convertible) Common Stock
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(1)
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1/17/2018
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J
(2)
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1412492.0000
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(1)
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(1)
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Class A Common Stock
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1412492.0000
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(2)
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1412492.0000
(3)
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I
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by RSS 2015 Business Holdings LP
(5)
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Class B (convertible) Common Stock
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(1)
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(1)
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(1)
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Class A Common Stock
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22746786.0000
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22746786.0000
(3)
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I
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by RRA&Z Holdings LLC
(6)
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Explanation of Responses:
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(1)
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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.
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(2)
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On January 17, 2018, Mr. Sands sold his 100% interest in RCT 2015 Business Management LLC ("RCT 2015 Management") and RSS 2015 Business Management LLC ("RSS 2015 Management") to a family trust. RCT 2015 Management holds a 0.0257% general partner interest in RCT 2015 Business Holdings LP ("RCT 2015 Holdings") and RSS 2015 Management holds a 0.0246% general partner interest in RSS 2015 Business Holdings LP ("RSS 2015 Holdings").
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(3)
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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 the respect to the 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.
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(4)
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RCT 2015 Holdings is a limited partnership and its co-general partners are RCT 2015 Management and WildStar Partners LLC ("WildStar").
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(5)
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RSS 2015 Holdings is a limited partnership and its co-general partners are RSS 2015 Management and WildStar.
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(6)
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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 RCT 2015 Holdings and RSS 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 RCT 2015 Holdings and RSS 2015 Holdings.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SANDS ROBERT
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY 14564
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X
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X
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President & CEO
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Signatures
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/s/ Thomas M. Farace, Attorney-in-Fact
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1/19/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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