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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 | ||||||||
Restricted Stock Units | (5) | 04/21/2022 | A | 2,513 | 05/01/2023(6) | (6) | Class A Common Stock | 2,513.00 | $ 0 | 2,513 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 254.21 | 04/21/2022 | A | 16,966 | 04/21/2023(7) | 04/21/2032 | Class 1 (convertible) Common Stock | 16,966.00 | $ 0 | 16,966 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 87.16 | 04/22/2022 | M | 3,250 | 09/30/2015(8) | 09/30/2024 | Class 1 (convertible) Common Stock | 3,250.00 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 117.12 | 04/22/2022 | M | 5,910 | 04/28/2016(8) | 04/28/2025 | Class 1 (convertible) Common Stock | 5,910.00 | $ 0 | 0 | D | ||||
Class 1 (convertible) Common Stock | (9) | 04/22/2022 | M | 9,160 | (9) | (9) | Class A Common Stock | 9,160.00 | (10) | 9,160 | D | ||||
Class 1 (convertible) Common Stock | (9) | 04/22/2022 | C | 9,160 | (9) | (9) | Class A Common Stock | 9,160.00 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bourdeau James O. C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY 14564 |
EVP & Chief Legal Officer |
/s/ Brian S. Bennett, Attorney-in-fact | 04/25/2022 | |
**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 of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis. |
(2) | Includes shares of Class A Common Stock acquired in July 2021 and January 2022 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan. |
(3) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $253.1500 to $254.1100, inclusive. Upon request by the commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
(4) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $254.1700 to $255.1400, inclusive. Upon request by the commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
(5) | Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. |
(6) | These restricted stock units vest in four equal annual installments beginning on the date specified. Vested shares will be delivered to the reporting person as of each vesting date net of shares withheld to satisfy taxes. |
(7) | This option becomes exercisable at the rate of 25% per year beginning on the date specified. |
(8) | 100% of this option has become exercisable. |
(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: 3,250 at $87.16 and 5,910 at $117.12. |