UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Constellation Brands, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
Class B Common Stock, par value $0.01 per share
(Title of Class of Securities)
Class A 21036P 10 8
Class B 21036P 20 7
(CUSIP Number)
Lloyd H. Spencer, Esq.
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, D.C. 20001
(202) 585-8303
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 2 of 26 |
| 1 | NAME OF REPORTING PERSONS Richard Sands
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 2,412,503 Class B Shares 7,307,242 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 807,258 Class B Shares 0 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 78,601 Class B Shares 37,350 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 6,557,350 Class B Shares 22,746,786 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 6,635,951 (29,420,087 if Class B Shares were converted) Class B Shares 22,784,136 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 3.9% (15.1% if Class B Shares were converted) Class B Shares 97.6% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
2
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 3 of 26 |
| 1 | NAME OF REPORTING PERSONS Robert Sands
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 2,750,593 Class B Shares 7,280,906 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 807,258 Class B Shares 0 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 586,297 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 6,557,350 Class B Shares 22,746,786 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 7,143,805 (29,890,747 if Class B Shares were converted) Class B Shares 22,746,942 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 4.2% (15.4% if Class B Shares were converted) Class B Shares 97.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
3
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 4 of 26 |
| 1 | NAME OF REPORTING PERSONS Abigail Bennett
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 58,030 Class B Shares 20,695 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 1,578,822 Class B Shares 8,012,712 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 58,188 Class B Shares 20,851 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 326,770 Class B Shares 0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,637,010 (9,670,573 if Class B Shares were converted) Class B Shares 8,033,563 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 1.0% (5.4% if Class B Shares were converted) Class B Shares 34.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
4
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 5 of 26 |
| 1 | NAME OF REPORTING PERSONS Zachery Stern
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 33,415 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 1,578,822 Class B Shares 8,012,712 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 33,415 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 326,770 Class B Shares 0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,612,237 (9,624,949 if Class B Shares were converted) Class B Shares 8,012,712 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0.9% (5.4% if Class B Shares were converted) Class B Shares 34.3% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
5
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 6 of 26 |
| 1 | NAME OF REPORTING PERSONS A&Z 2015 BUSINESS HOLDINGS LP
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 1,252,052 Class B Shares 8,012,712 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 1,252,052 Class B Shares 8,012,712 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,252,052 (9,264,764 if Class B Shares were converted) Class B Shares 8,012,712 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0.7% (5.2% if Class B Shares were converted) Class B Shares 34.3% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 7 of 26 |
| 1 | NAME OF REPORTING PERSONS A&Z 2015 BUSINESS MANAGEMENT LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 1,252,052 Class B Shares 8,012,712 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 1,252,052 Class B Shares 8,012,712 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,252,052 (9,264,764 if Class B Shares were converted) Class B Shares 8,012,712 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0.7% (5.2% if Class B Shares were converted) Class B Shares 34.3% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 8 of 26 |
| 1 | NAME OF REPORTING PERSONS The Stockholders Group described in Item 2
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 7,222,406 Class B Shares 22,600,860 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 7,222,248 Class B Shares 22,784,136 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 7,222,406 (30,006,698 if Class B Shares were converted) Class B Shares 22,784,292 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 4.2% (15.4% if Class B Shares were converted) Class B Shares 97.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 9 of 26 |
| 1 | NAME OF REPORTING PERSONS RCT 2015 BUSINESS HOLDINGS LP
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted) Class B Shares 1,350,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 5.8% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 10 of 26 |
| 1 | NAME OF REPORTING PERSONS RCT 2015 BUSINESS MANAGEMENT LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted) Class B Shares 1,350,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 5.8% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 11 of 26 |
| 1 | NAME OF REPORTING PERSONS RHT 2015 BUSINESS HOLDINGS LP
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted) Class B Shares 1,350,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 5.8% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 12 of 26 |
| 1 | NAME OF REPORTING PERSONS RHT 2015 BUSINESS MANAGEMENT LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,350,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted) Class B Shares 1,350,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 5.8% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 13 of 26 |
| 1 | NAME OF REPORTING PERSONS RSS 2015 BUSINESS HOLDINGS LP
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,412,492 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,412,492 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,412,492 if Class B Shares were converted) Class B Shares 1,412,492 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 6.1% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 14 of 26 |
| 1 | NAME OF REPORTING PERSONS RSS 2015 BUSINESS MANAGEMENT LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 1,412,492 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 0 Class B Shares 1,412,492 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,412,492 if Class B Shares were converted) Class B Shares 1,412,492 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted) Class B Shares 6.1% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 15 of 26 |
| 1 | NAME OF REPORTING PERSONS WILDSTAR PARTNERS LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 0 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 5,750,092 Class B Shares 22,746,786 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 5,750,092 (28,496,878 if Class B Shares were converted) Class B Shares 22,746,786 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 3.4% (14.7% if Class B Shares were converted) Class B Shares 97.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. Class A 21036P 10 8 Class B 21036P 20 7 |
Page 16 of 26 |
| 1 | NAME OF REPORTING PERSONS RRA&Z HOLDINGS LLC
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
Class A Shares 0 Class B Shares 0 | ||||
| 8 | SHARED VOTING POWER
Class A Shares 0 Class B Shares 0 | |||||
| 9 | SOLE DISPOSITIVE POWER
Class A Shares 0 Class B Shares 0 | |||||
| 10 | SHARED DISPOSITIVE POWER
Class A Shares 5,750,092 Class B Shares 22,746,786 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 5,750,092 (28,496,878 if Class B Shares were converted) Class B Shares 22,746,786 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares 3.4% (14.7% if Class B Shares were converted) Class B Shares 97.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
Page 17 of 26
Amendment No. 6 to Schedule 13D
This Amendment is being filed by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, A&Z 2015 Business Holdings LP, a Delaware limited partnership (“A&Z 2015 Holdings”), A&Z 2015 Business Management LLC, a Delaware limited liability company (“A&Z 2015 Management”), RCT 2015 Business Holdings LP, a Delaware limited partnership (“RCT 2015 Holdings”), RCT 2015 Business Management LLC, a Delaware limited liability company (“RCT 2015 Management”), RHT 2015 Business Holdings LP, a Delaware limited partnership (“RHT 2015 Holdings”), RHT 2015 Business Management LLC, a Delaware limited liability company (“RHT 2015 Management”), RSS 2015 Business Holdings LP, a Delaware limited partnership (“RSS 2015 Holdings”), RSS 2015 Business Management LLC, a Delaware limited liability company (“RSS 2015 Management”), WildStar Partners LLC, a Delaware limited liability company (“WildStar Partners”), RRA&Z Holdings LLC, a Delaware limited liability company (“RRA&Z Holdings”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Richard Sands, Robert Sands and A&Z 2015 Holdings.
This Amendment amends the amended and restated Schedule 13D filed in October, 2001 by Richard Sands, Robert Sands, Marilyn Sands, CWCP-I, a trust for the benefit of Andrew Stern M.D. under the Will of Laurie Sands (the “Marital Trust”), a trust created under Irrevocable Trust Agreement dated November 18, 1987 (the “Grandchildren’s Trust”), and a stockholder group (the “Amended Schedule 13D”), as the Schedule 13D was amended by (i) the Schedule 13D Amendment No. 2 filed on August 3, 2006 by Richard Sands, Robert Sands, the Grandchildren’s Trust, Laurie Sands’ Children’s Trust, Richard Sands’ Children’s Trust, Robert Sands’ Children’s Trust and Richard Sands’ Heirs’ Trust (the “Second Amendment”), (ii) the Schedule 13D Amendment No. 3 filed on February 17, 2009 by Richard Sands, Robert Sands, CWCP-I, the Marital Trust, Abigail Bennett, RES Business Holdings LP (“RES Holdings”), RES Business Management LLC (“RES Management”), RSS Business Holdings LP, (“RSS Holdings”, together with A&Z 2015 Holdings, RCT 2015 Holdings, RHT 2015 Holdings, RSS 2015 Holdings and RES Holdings, the “Limited Partnerships”), RSS Business Management LLC (“RSS Management”), and a stockholder group (the “Third Amendment”), (iii) the Schedule 13D Amendment No. 4 filed on April 30, 2009 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, CWCP-I, the Marital Trust and a stockholder group (the “Fourth Amendment”), and (iv) the Schedule 13D Amendment No. 5 filed on July 8, 2011 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, CWCP-I, CWCP-II and a stockholder group (the “Fifth Amendment”, together with the Amended Schedule 13D, the Second Amendment, Third Amendment and the Fourth Amendment, the “Schedule 13D”). RES Holdings, RES Management, RSS Holdings and RSS Management are not reporting as part of this Amendment because no changes have occurred with respect to their holdings, and Laurie Sands’ Children’s Trust, Robert Sands’ Children’s Trust and the Martial Trust are not reporting as part of this Amendment because they are no longer subject to reporting obligations because they do not beneficially own more than five percent of any class of the Company’s equity securities. CWCP-I, CWCP-II and Richard Sands’ Heirs Trust are no longer in existence.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The classes of equity securities to which this Amendment No. 6 to Schedule 13D (this “Amendment”) relates are the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), and the Class B Common Stock, par value $0.01 per share (the “Class B Stock”), of Constellation Brands, Inc., a Delaware corporation with its principal offices at 207 High Point Drive, Building 100, Victor, New York 14564 (the “Company”).
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (c) This Statement is being filed by the following beneficial owners of Class A Stock and Class B Stock (each, a “Reporting Person”):
| 1. | Richard Sands |
| 2. | Robert Sands |
Page 18 of 26
| 3. | Abigail Bennett |
| 4. | Zachary Stern |
| 5. | A&Z 2015 Holdings, a Delaware limited partnership |
| 6. | A&Z 2015 Management, a Delaware limited liability company |
| 7. | RCT 2015 Holdings, a Delaware limited partnership |
| 8. | RCT 2015 Management, a Delaware limited liability company |
| 9. | RHT 2015 Holdings, a Delaware limited partnership |
| 10. | RHT 2015 Management, a Delaware limited liability company |
| 11. | RSS 2015 Holdings, a Delaware limited partnership |
| 12. | RSS 2015 Management, a Delaware limited liability company |
| 13. | WildStar Partners, a Delaware limited liability company |
| 14. | RRA&Z Holdings, a Delaware limited liability company |
| 15. | RES Holdings, a Delaware limited partnership |
| 16. | RES Management, a Delaware limited liability company |
| 17. | RSS Holdings, a Delaware limited partnership |
| 18. | RSS Management, a Delaware limited liability company |
The principal office address or business address of each of the Reporting Persons is 207 High Point Drive, Building 100, Victor, New York 14564.
The principal occupation of (i) Richard Sands is to serve as Chairman of the Board of the Company; (ii) Robert Sands is to serve as President and Chief Executive Officer of the Company; (iii) Abigail Bennett is private investor; and (iv) Zachary Stern is Real Estate Development.
The principal business of: (i) each of the Limited Partnerships is private investment; (ii) each of A&Z 2015 Management, RCT 2015 Management, RHT 2015 Management, RSS 2015 Management, RES Management and RSS Management is to serve as the co-general partner of A&Z 2015 Holdings, RCT 2015 Holdings, RHT 2015 Holdings, RSS 2015 Holdings, RES Holdings and RSS Holdings, respectively; (iii) WildStar Partners is to serve as co-general partner of each Limited Partnership; and (iv) RRA&Z Holdings is to serve as the sole owner of WildStar Partners.
(d)-(e) None of the Reporting Persons or Group Members has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Richard Sands, Mr. Robert Sands, Ms. Bennett and Mr. Stern are U.S. citizens.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
The tables below set forth the shares of Class A Stock and Class B Stock beneficially owned by each Reporting Person and the Group. The percentages of ownership were calculated on the basis of 171,447,198 shares of Class A Stock and 23,345,727 shares of Class B Stock outstanding as of the close of business on April 21, 2017. Shares of Class B Stock are convertible into shares of Class A Stock on a one-to-one basis at any time and at the option of the holder.
Page 19 of 26
Class A Stock
| Amount and Nature of Beneficial Ownership | ||||||||||||||||||||||||||||||||
| Sole Power to Vote |
Shared Power to Vote |
Sole Power to Dispose |
Shared Power to Dispose |
Total Shares (1) | Percent of Class (1) | |||||||||||||||||||||||||||
| Name and Address of | Class A | If Class B | Class A | If Class B | ||||||||||||||||||||||||||||
| Beneficial Owner |
Only | Converted | Only | Converted | ||||||||||||||||||||||||||||
| Robert Sands |
2,750,593 | 807,258 | 586,297 | 6,557,350 | 7,143,805 | (2) | 29,890,747 | (2) | 4.2 | % | 15.4 | % | ||||||||||||||||||||
| Richard Sands |
2,412,503 | 807,258 | 78,601 | 6,557,350 | 6,635,951 | (3) | 29,420,087 | (3) | 3.9 | % | 15.1 | % | ||||||||||||||||||||
| Abigail Bennett (4) |
58,030 | (5) | 1,578,822 | (4) | 58,188 | (5) | 326,770 | (4) | 1,637,010 | 9,670,573 | 1.0 | % | 5.4 | % | ||||||||||||||||||
| Zachary Stern (4) |
33,415 | 1,578,822 | (4) | 33,415 | 326,770 | (4) | 1,612,237 | 9,624,949 | 0.9 | % | 5.4 | % | ||||||||||||||||||||
| A&Z 2015 Holdings |
— | 1,252,052 | — | 1,252,052 | 1,252,052 | 9,264,764 | (6) | 0.7 | % | 5.2 | % | |||||||||||||||||||||
| A&Z 2015 Management |
— | 1,252,052 | — | 1,252,052 | 1,252,052 | 9,264,764 | (6) | 0.7 | % | 5.2 | % | |||||||||||||||||||||
| WildStar Partners |
— | — | — | 5,750,092 | 5,750,092 | 28,496,878 | (7) | 3.4 | % | 14.7 | % | |||||||||||||||||||||
| RRA&Z Holdings |
— | — | — | 5,750,092 | 5,750,092 | 28,496,878 | (7) | 3.4 | % | 14.7 | % | |||||||||||||||||||||
| Stockholders Group Pursuant to Section13(d)(3) of the Securities Exchange Act of 1934 (8) |
— | 7,222,406 | — | 7,222,248 | 7,222,406 | 30,006,698 | (8) | 4.2 | % | 15.4 | % | |||||||||||||||||||||
Class B Stock
| Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership | Percent of Class | ||||||||||||||||||||||
| Sole Power to Vote |
Shared Power to Vote |
Sole Power to Dispose |
Shared Power to Dispose |
Total | ||||||||||||||||||||
| Robert Sands |
7,280,906 | — | — | 22,746,786 | 22,746,942 | (2) | 97.4 | % | ||||||||||||||||
| Richard Sands |
7,307,242 | — | 37,350 | 22,746,786 | 22,784,136 | (3) | 97.6 | % | ||||||||||||||||
| Abigail Bennett (4) |
20,695 | (5) | 8,012,712 | (4) | 20,851 | (5) | — | 8,033,563 | 34.4 | % | ||||||||||||||
| Zachary Stern (4) |
— | 8,012,712 | (4) | — | — | 8,012,712 | 34.3 | % | ||||||||||||||||
| RES Holdings |
— | 5,300,000 | — | 5,300,000 | 5,300,000 | (9) | 22.7 | % | ||||||||||||||||
| RES Management |
— | 5,300,000 | — | 5,300,000 | 5,300,000 | (9) | 22.7 | % | ||||||||||||||||
| RSS Holdings |
— | 4,518,258 | — | 4,518,258 | 4,518,258 | (10) | 19.4 | % | ||||||||||||||||
| RSS Management |
156 | 4,518,258 | 156 | 4,518,258 | 4,518,414 | (10) | 19.4 | % | ||||||||||||||||
| A&Z 2015 Holdings |
— | 8,012,712 | — | 8,012,712 | 8,012,712 | (6) | 34.3 | % | ||||||||||||||||
| A&Z 2015 Management |
— | 8,012,712 | — | 8,012,712 | 8,012,712 | (6) | 34.3 | % | ||||||||||||||||
| RCT 2015 Holdings |
— | 1,350,000 | — | 1,350,000 | 1,350,000 | (11) | 5.8 | % | ||||||||||||||||
| RCT 2015 Management |
— | 1,350,000 | — | 1,350,000 | 1,350,000 | (11) | 5.8 | % | ||||||||||||||||
| RHT 2015 Holdings |
— | 1,350,000 | — | 1,350,000 | 1,350,000 | (12) | 5.8 | % | ||||||||||||||||
| RHT 2015 Management |
— | 1,350,000 | — | 1,350,000 | 1,350,000 | (12) | 5.8 | % | ||||||||||||||||
| RSS 2015 Holdings |
— | 1,412,492 | — | 1,412,492 | 1,412,492 | (13) | 6.1 | % | ||||||||||||||||
| RSS 2015 Management |
— | 1,412,492 | — | 1,412,492 | 1,412,492 | (13) | 6.1 | % | ||||||||||||||||
| WildStar Partners |
— | — | — | 22,746,786 | 22,746,786 | (7) | 97.4 | % | ||||||||||||||||
| RRA&Z Holdings |
— | — | — | 22,746,786 | 22,746,786 | (7) | 97.4 | % | ||||||||||||||||
| Stockholders Group Pursuant to Section13(d)(3) of the Securities Exchange Act of 1934 |
— | 22,600,860 | — | 22,784,136 | 22,784,292 | (8) | 97.6 | % | ||||||||||||||||
| (1) | The numbers and percentages reported do not take into account shares of Class A Stock that can be received upon the conversion of shares of Class 1 Stock that can be purchased by exercising stock options that are exercisable on or within sixty (60) days after |
Page 20 of 26
| June 9, 2017 (the “Class 1 Option Shares”). These shares are not taken into account because, in accordance with the Company’s certificate of incorporation, any shares of Class A Stock issued upon conversion of shares of Class 1 Stock must be sold immediately in connection with the conversion and, therefore, cannot be held by the beneficial owner of the Class 1 Option Shares. |
| (2) | The reported shares of Class A Stock with respect to which Robert Sands has sole power to vote or dispose (i) include 13,063 shares of Class A Stock that will be received upon the vesting of restricted stock units on or within sixty (60) days after June 9, 2017 and (ii) as noted in footnote (1), exclude 1,729,240 shares of Class A Stock that can be received upon conversion of Class 1 Option Shares. As the co-manager of RRA&Z Holdings and a member of WildStar Partners, Mr. Sands may be deemed the beneficial owner of shares of Class A Stock and Class B Stock held by the Limited Partnerships. The reported shares also include shares held by two family foundations where Robert Sands serves as a director and officer. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission that Mr. Sands is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. Amounts reflected in the tables above do not include 21,098 shares of Class A Stock directly and indirectly owned by Robert Sands’ spouse. Mr. Sands disclaims beneficial ownership of such shares. |
| (3) | The reported shares of Class A Stock with respect to which Richard Sands has sole power to vote or dispose, as noted in footnote (1), exclude (i) 2,363,670 shares of Class A Stock that can be received upon conversion of Class 1 Option Shares, and (ii) an additional 132,741 shares of Class A Stock that can be received upon conversion of Class 1 Option Shares that would be acquirable within sixty (60) days after June 9, 2017. As the co-manager of RRA&Z Holdings and a member of WildStar Partners, Mr. Sands may be deemed the beneficial owner of shares of Class A Stock and Class B Stock held by the Limited Partnerships. The reported shares also include shares held by two family foundations where Richard Sands serves as a director and officer. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission that Mr. Sands is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. Amounts reflected in the tables above do not include 15,720 shares of Class A Stock owned by Richard Sands’ spouse. Mr. Sands disclaims beneficial ownership of such shares. |
| (4) | Abigail Bennett and Zachary Stern are the niece and nephew, respectively, of Robert Sands and Richard Sands. The reported shares of Class A Stock and Class B Stock over which Ms. Bennett and Mr. Stern each have shared power to vote include 1,252,052 shares of Class A Stock and 8,012,712 shares of Class B Stock held by A&Z 2015 Holdings. The reported shares of Class A Stock over which Ms. Bennett and Mr. Stern each have shared power to vote and dispose include 326,770 shares of Class A Stock held by a family trust of which Ms. Bennett and Mr. Stern are the investment and independent trustees. The reporting of such shares as beneficially owned by Ms. Bennett and Mr. Stern shall not be construed as an admission that either of them is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. |
| (5) | The reported shares of Class A Stock and Class B Stock over which Abigail Bennett has the sole power to vote and dispose include 20,615 shares of Class A Stock and 20,695 shares of Class B Stock held by family trusts of which Ms. Bennett is the investment and independent trustee. The amounts reflected as shares of Class A Stock and Class B Stock over which Ms. Bennett has the sole power to dispose also include 1,252,052 shares of Class A Stock and 8,012,712 shares of Class B Stock held by A&Z 2015 Holdings. The reporting of all such shares as beneficially owned by Ms. Bennett shall not be construed as an admission that she is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. |
| (6) | A&Z 2015 Management, as co-general partner of A&Z 2015 Holdings, may be deemed to beneficially own the shares held by A&Z 2015 Holdings. |
| (7) | RRA&Z Holdings, as the sole member of WildStar Partners, and WildStar Partners, as the co-general partner of the Limited Partnerships, may be deemed to beneficially own the shares of Class A Stock and Class B Stock held by the Limited Partnerships. |
| (8) | The stockholders group, as reported, consists of Robert Sands, Richard Sands and A&Z 2015 Holdings. The reporting of shares as beneficially owned by the stockholders group shall not be construed as an admission that an agreement to act in concert exists or that the stockholders group is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. The shares reported as beneficially owned by Robert Sands, Richard Sands, and A&Z 2015 Holdings are included in the shares reported as beneficially owned by the stockholders group. Certain shares of Class A Stock and Class B Stock were pledged as of June 9, 2017 as set forth in Item 6 below. Subject to the terms of the various credit facilities, the number of shares of Class A Stock and Class B Stock pledged to secure the credit facilities may increase or decrease from time to time and may be moved by the applicable pledgors among the various financial institutions from time to time. In the event of noncompliance with certain covenants under the credit facilities, the financial institutions have certain remedies including the right to sell the pledged shares subject to certain protections afforded to the borrowers and pledgors. |
| (9) | RES Management, as co-general partner of RES Holdings, may be deemed to beneficially own the shares of Class B Stock held by RES Holdings. |
| (10) | RSS Management, as co-general partner of RSS Holdings, may be deemed to beneficially own the shares of Class B Stock held by RSS Holdings. In addition, RSS Management owns 156 shares of Class B Stock directly. |
| (11) | RCT 2015 Management, as co-general partner of RCT 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RCT 2015 Holdings. |
Page 21 of 26
| (12) | RHT 2015 Management, as co-general partner of RHT 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RHT 2015 Holdings. |
| (13) | RSS 2015 Management, as co-general partner of RSS 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RSS 2015 Holdings. |
Page 22 of 26
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A and Class B Stock to Goldman Sachs Bank USA for loans made to a Sands family investment vehicle (the “Borrower”) under a credit facility:
| Pledgor |
Number of Shares of Class A Stock |
|||
| Affiliate of Richard Sands and Robert Sands |
312,500 | |||
|
|
|
|||
| Total Pledged Shares |
312,500 | |||
|
|
|
|||
| Pledgor |
Number of Shares of Class B Stock |
|||
| RES Holdings |
937,500 | |||
|
|
|
|||
| Total Pledged Shares |
937,500 | |||
|
|
|
|||
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A and Class B Stock to Merrill Lynch for loans made to the Borrower under a credit facility:
| Pledgor |
Number of Shares of Class A Stock |
|||
| A&Z 2015 Holdings |
1,019,420 | |||
| Affiliate of Richard Sands and Robert Sands |
1,283,902 | |||
|
|
|
|||
| Total Pledged Shares |
2,303,322 | |||
|
|
|
|||
| Pledgor |
Number of Shares of Class B Stock |
|||
| A&Z 2015 Holdings |
3,196,678 | |||
| RSS Holdings |
1,700,000 | |||
| Affiliate of Richard Sands and Robert Sands |
475,000 | |||
|
|
|
|||
| Total Pledged Shares |
5,371,678 | |||
|
|
|
|||
The following persons whose shares are reported as beneficially owned by the Reporting Persons have pledged the following shares of Class B Stock to Manufacturers and Traders Trust Company for loans made to the Borrower under a credit facility:
| Pledgor |
Number of Shares of Class B Stock |
|||
| RES Holdings |
500,000 | |||
|
|
|
|||
| Total Pledged Shares |
500,000 | |||
|
|
|
|||
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock and Class B Stock to Stifel Financial Corp. for loans made to the Borrower under a credit facility:
Page 23 of 26
| Pledgor |
Number of Shares of Class A Stock |
|||
| Affiliate of Richard Sands and Robert Sands |
244,876 | |||
|
|
|
|||
| Total Pledged Shares |
244,876 | |||
|
|
|
|||
| Pledgor |
Number of Shares of Class B Stock |
|||
| RSS Holdings |
1,350,000 | |||
|
|
|
|||
| Total Pledged Shares |
1,350,000 | |||
|
|
|
|||
The following persons whose shares are reported as beneficially owned by the Reporting Persons have pledged the following shares of Class A and Class B Stock to U.S. Bank for loans made to the Borrower under a credit facility:
| Pledgor |
Number of Shares of Class A Stock |
|||
| Affiliate of Richard Sands and Robert Sands |
880,236 | |||
|
|
|
|||
| Total Pledged Shares |
880,236 | |||
|
|
|
|||
| Pledgor |
Number of Shares of Class B Stock |
|||
| A&Z 2015 Holdings |
1,000,000 | |||
| RHT Holdings 2015 |
1,000,000 | |||
|
|
|
|||
| Total Pledged Shares |
2,000,000 | |||
|
|
|
|||
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons filing this Amendment dated June 9, 2017.
Page 24 of 26
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017
| By: | ||
| /s/ Richard Sands | ||
| Richard Sands | ||
| /s/ Robert Sands | ||
| Robert Sands | ||
| /s/ Abigail Bennett | ||
| Abigail Bennett | ||
| /s/ Zachary Stern | ||
| Zachary Stern | ||
| A&Z 2015 Business Holdings LP | ||
| By: WildStar Partners LLC, General Partner | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Chairperson | ||
| A&Z 2015 Business Management LLC | ||
| By: | /s/ Abigail Bennett | |
| Name: Abigail Bennett | ||
| Title: Operations Manager | ||
| RCT 2015 Business Holdings LP | ||
| By: WildStar Partners LLC, General Partner | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Chairperson | ||
Page 25 of 26
| RCT 2015 Business Management LLC | ||
| By: | /s/ Abigail Bennett | |
| Name: Abigail Bennett | ||
| Title: Manager | ||
| RHT 2015 Business Holdings LP | ||
| By: WildStar Partners LLC, General Partner | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Chairperson | ||
| RHT 2015 Business Management LLC | ||
| By: | /s/ Abigail Bennett | |
| Name: Abigail Bennett | ||
| Title: Operations Manager | ||
| RSS 2015 Business Holdings LP | ||
| By: WildStar Partners LLC, General Partner | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Chairperson | ||
| RSS 2015 Business Management LLC | ||
| By: | /s/ Abigail Bennett | |
| Name: Abigail Bennett | ||
| Title: Operations Manager | ||
| WildStar Partners LLC | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Chairperson | ||
Page 26 of 26
| RRA&Z Holdings LLC | ||
| By: | /s/ Richard Sands | |
| Name: Richard Sands | ||
| Title: Director | ||