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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $ 24.50 | 11/30/2021 | M | 212,380 | 04/03/2013(3) | 04/03/2022 | Class 1 (convertible) Common Stock | 212,380.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 47.79 | 11/30/2021 | M | 114,560 | 04/26/2014(3) | 04/26/2023 | Class 1 (convertible) Common Stock | 114,560.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 79.61 | 11/30/2021 | M | 72,010 | 04/28/2015(3) | 04/28/2024 | Class 1 (convertible) Common Stock | 72,010.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 117.12 | 11/30/2021 | M | 64,460 | 04/28/2016(3) | 04/28/2025 | Class 1 (convertible) Common Stock | 64,460.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 156.84 | 11/30/2021 | M | 54,168 | 04/25/2017(3) | 04/25/2026 | Class 1 (convertible) Common Stock | 54,168.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 172.09 | 11/30/2021 | M | 57,772 | 04/21/2018(3) | 04/21/2027 | Class 1 (convertible) Common Stock | 57,772.00 | $ 0 | 0 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 207.48 | 11/30/2021 | M | 42,993 | 04/23/2020(4) | 04/23/2029 | Class 1 (convertible) Common Stock | 42,993.00 | $ 0 | 42,992 | I | by RSS Master LLC (2) | |||
Non-Qualified Stock Option (right to buy) | $ 153.02 | 11/30/2021 | M | 32,772 | 04/21/2021(4) | 04/21/2030 | Class 1 (convertible) Common Stock | 32,772.00 | $ 0 | 98,316 | I | by RSS Master LLC (2) | |||
Class 1 (convertible) Common Stock | (5) | 11/30/2021 | M | 651,115 | (5) | (5) | Class A Common Stock | 651,115.00 | (6) | 1,244,467 | I | by RSS Master LLC (2) | |||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 22,746,786.00 | 22,746,786 | I | by RRAZ Holdings LLC (1) | |||||||
Non-Qualified Stock Option (right to buy) | $ 228.26 | 04/23/2019(4) | 04/23/2028 | Class 1 (convertible) Common Stock | 45,480.00 | 45,480 | I | by RSS Master LLC (2) | |||||||
Non-Qualified Stock Option (right to buy) | $ 238.31 | 04/20/2022(4) | 04/20/2031 | Class 1 (convertible) Common Stock | 66,878.00 | 66,878 | I | by RSS Master LLC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Robert Sands Master Trust 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
X | |||
RSS Master LLC 207 HIGH POINT DRIVE BUILDING 100 VICTOR, NY 14564 |
X |
/s/ Thomas M. Farace, Authorized Person, Robert Sands Master Trust | 12/02/2021 | |
**Signature of Reporting Person | Date | |
/s/ Thomas M. Farace, Authorized Person, RSS Master LLC | 12/02/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reported shares are also indirectly owned by RSS Master LLC. Various Sands family limited partnerships 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 limitedpartnerships. RRA&Z Holdings LLC ("RRAZ") is the sole member of WildStar, and RSS Master LLC is a member of RRAZ. RSS Master LLC is a sole member limited liability company of which the Robert SandsMaster Trust is the sole owner. |
(2) | RSS Master LLC is the direct owner of these securities. RSS Master LLC is a limited liability company that is wholly-owned by the Robert Sands Master Trust. |
(3) | 100% of this option has become exercisable. |
(4) | This option becomes exercisable at the rate of 25% per year beginning on the date specified. |
(5) | 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, Inc., 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. |
(6) | The shares of Class 1 Common Stock were acquired at the following prices: 212,380 at $24.50; 114,560 at $47.79; 72,010 at $79.61; 64,460 at $117.12; 54,168 at $156.84; 57,772 at $172.09; 42,993 at $207.48; and 32,772 at $153.02. |
(7) | 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. |