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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bourdeau James O.
  2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [STZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Legal Officer
(Last)
(First)
(Middle)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2022
(Street)

VICTOR, NY 14564
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/22/2022   C   9,160 A (1) 14,488 (2) D  
Class A Common Stock 04/22/2022   S   4,580 D $ 253.6973 (3) 9,908 D  
Class A Common Stock 04/22/2022   S   8,280 D $ 254.5474 (4) 1,628 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)
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 Owners

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  

Signatures

 /s/ Brian S. Bennett, Attorney-in-fact   04/25/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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