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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(7) | 04/03/2022 | Class 1 (convertible) Common Stock | 212,380.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 47.79 | 11/30/2021 | M | 114,560 | 04/26/2014(7) | 04/26/2023 | Class 1 (convertible) Common Stock | 114,560.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 79.61 | 11/30/2021 | M | 72,010 | 04/28/2015(7) | 04/28/2024 | Class 1 (convertible) Common Stock | 72,010.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 117.12 | 11/30/2021 | M | 64,460 | 04/28/2016(7) | 04/28/2025 | Class 1 (convertible) Common Stock | 64,460.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 156.84 | 11/30/2021 | M | 54,168 | 04/25/2017(7) | 04/25/2026 | Class 1 (convertible) Common Stock | 54,168.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 172.09 | 11/30/2021 | M | 57,772 | 04/21/2018(7) | 04/21/2027 | Class 1 (convertible) Common Stock | 57,772.00 | $ 0 | 0 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 207.48 | 11/30/2021 | M | 42,993 | 04/23/2020(8) | 04/23/2029 | Class 1 (convertible) Common Stock | 42,993.00 | $ 0 | 42,992 | I | by RSS Master LLC (4) | |||
Non-Qualified Stock Option (right to buy) | $ 153.02 | 11/30/2021 | M | 32,772 | 04/21/2021(8) | 04/21/2030 | Class 1 (convertible) Common Stock | 32,772.00 | $ 0 | 98,316 | I | by RSS Master LLC (4) | |||
Class 1 (convertible) Common Stock | (9) | 11/30/2021 | M | 651,115 | (9) | (9) | Class A Common Stock | 651,115.00 | (10) | 1,244,467 | I | by RSS Master LLC (4) | |||
Class B (convertible) Common Stock | (11) | (11) | (11) | Class A Common Stock | 22,746,786.00 | 22,746,786 | I | by Robert Sands Master Trust (1) (2) | |||||||
Non-Qualified Stock Option (right to buy) | $ 228.26 | 04/23/2019(8) | 04/23/2028 | Class 1 (convertible) Common Stock | 45,480.00 | 45,480 | I | by RSS Master LLC (4) | |||||||
Non-Qualified Stock Option (right to buy) | $ 238.31 | 04/20/2022(8) | 04/20/2031 | Class 1 (convertible) Common Stock | 66,878.00 | 66,878 | I | by RSS Master LLC (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANDS ROBERT C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY 14564 |
X | X | Chairman of the Board |
/s/ Thomas M. Farace, Attorney-in-Fact | 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) | Previously reported as indirectly held through RRA&Z Holdings LLC ("RRAZ"). The reporting person has transferred his membership interests in RRAZ to RSS Master LLC. |
(2) | The sole member of RSS Master LLC is the Robert Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. 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 limited partnerships. RRAZ is the sole member of WildStar. |
(3) | 3,366 shares of Class A Common Stock were previously reported as held directly by the reporting person. The reporting person has transferred the securities to RSS Master LLC, which is the direct owner of these securities. |
(4) | RSS Master LLC is the direct owner of these securities. The sole member of RSS Master LLC is the Robert Sands Master Trust, for which the reporting person serves as trustee and is the sole beneficiary. |
(5) | These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and 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. |
(6) | The reporting person disclaims beneficial ownership with respect to securities held in this manner, and 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. |
(7) | 100% of this option has become exercisable. |
(8) | This option becomes exercisable at the rate of 25% per year beginning on the date specified. |
(9) | 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. |
(10) | 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. |
(11) | 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. |