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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 | ||||||||
Class B (convertible) Common Stock | (9) | 07/10/2013 | J(1) | 712,445 | (9) | (9) | Class A Common Stock | 712,445 | (1) | 744,154 | D | ||||
Class B (convertible) Common Stock | (9) | 07/10/2013 | J(1) | 596,536 | (9) | (9) | Class A Common Stock | 596,536 | (1) | 1,340,690 | D | ||||
Class B (convertible) Common Stock | (9) | 07/10/2013 | P(10) | 48,446 | (9) | (9) | Class A Common Stock | 48,446 | $ 45.71 (10) | 1,389,136 | D | ||||
Class B (convertible) Common Stock | (9) | 07/10/2013 | P(10) | 23,356 | (9) | (9) | Class A Common Stock | 23,356 | $ 45.71 (10) | 1,412,492 | D | ||||
Class B (convertible) Common Stock | (9) | (9) | (9) | Class A Common Stock | 5,431,712 | 5,431,712 (2) | I | by CWC Partnership I (3) | |||||||
Class B (convertible) Common Stock | (9) | (9) | (9) | Class A Common Stock | 563,632 | 563,632 (2) | I | by CWC Partnership II (4) | |||||||
Class B (convertible) Common Stock | (9) | (9) | (9) | Class A Common Stock | 667,368 | 667,368 (2) | I | by MLR&R (8) | |||||||
Class B (convertible) Common Stock | (9) | (9) | (9) | Class A Common Stock | 1,350,000 | 1,350,000 (5) | I | by RSS Children's Trust (11) |
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 | President & CEO |
/s/ H. Elaine Ziakas for Robert Sands | 07/12/2013 | |
**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) | Reflects the transfer to the reporting person of shares of Class A Common Stock or Class B Common Stock by a family trust in satisfaction of a debt owed by such family trust to the reporting person. The value attributed to the shares for such purposes was $45.62 per share for Class A Common Stock and $45.71 per share for Class B Common Stock, which amounts were deteremined by an independent appraiser and reflect a liquidity discount. |
(2) | Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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. |
(3) | CWC Partnership I is a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest. |
(4) | CWC Partnership II is a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest. |
(5) | 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) | LES Holdings LLC is a limited liability company of which the reporting person is the general manager. |
(7) | MES Holdings LLC is a limited liability company of which the reporting person is the general manager. |
(8) | M, L, R & R ("MLR&R") is a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R. |
(9) | 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. |
(10) | Reflects the purchase by the reporting person of shares of Class B Common Stock from a family trust to enable such family trust to satisfy a debt owed by such famly trust to a family investment vehicle. The price per share was determined by an independent appraiser and reflects a liquidity discount. |
(11) | Held by the Robert Sands Children's Trust, for which the reporting person serves as trustee. |