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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 | (7) | 07/10/2013 | S(8) | 48,446 | (7) | (7) | Class A Common Stock | 48,446 | $ 45.71 (8) | 733,140 (9) | I | by Nancy Sands Desc. Trust (10) | |||
Class B (convertible) Common Stock | (7) | 07/10/2013 | J(1) | 712,445 | (7) | (7) | Class A Common Stock | 712,445 | (1) | 20,695 (9) | I | by Nancy Sands Desc. Trust (10) | |||
Class B (convertible) Common Stock | (7) | 07/10/2013 | S(8) | 23,356 | (7) | (7) | Class A Common Stock | 23,356 | $ 45.71 (8) | 596,536 (9) | I | by NS Descendants' Trust (3) | |||
Class B (convertible) Common Stock | (7) | 07/10/2013 | J(1) | 596,536 | (7) | (7) | Class A Common Stock | 596,536 | (1) | 0 (9) | I | by NS Descendants' Trust (3) | |||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 5,300,000 | 5,300,000 | I | by RES Business Holdings LP (11) | |||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 4,518,258 | 4,518,258 (9) | I | by RSS Business Holdings LP (12) | |||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 156 | 156 (9) | I | by RSS Business Management LLC (13) | |||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 619,892 | 619,892 | I | by SER Business Holdings LP (4) | |||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 0 | 0 (2) | I | by SSR Business Holdings LP (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BENNETT ABIGAIL J C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY 14564 |
X |
H. Elaine Ziakas for Abigail J. Bennett | 07/15/2013 | |
**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 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. 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 determined by an independent appraiser and reflect a liquidity discount. |
(2) | Gives effect to the pro rata distribution of securities by SSR Business Holdings LP ("SSR Holdings") to its partners on June 26, 2013. |
(3) | The reporting person disclaims beneficial ownership of the shares held by the NS Descendants' Trust except to the extent of her interest as a contingent remainder beneficiary of such trust, 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. |
(4) | Held by SER Business Holdings LP ("SER Holdings"). SER Business Management LLC ("SER Management") is the sole general partner of SER Holdings, holding a .016% general partnership interest, and the reporting person is the sole non-member manager of SER Management. The reporting person disclaims beneficial ownership of the shares held by SER Holdings except to the extent of her interest as a contingent remainder beneficiary of the JS Family Trust and the JS Descendants' Trust, 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. |
(5) | Held by SSR Holdings. SSR Business Management LLC ("SSR Management") is the sole general partner of SSR Holdings, holding a .016% general partnership interest, and the reporting person is the sole non-member manager of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Holdings except to the extent of her interest as a contingent remainder beneficiary of the NS Family Trust and the NS Descendants' Trust, 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) | Held by SSR Management. The NS Family Trust is the sole member of SSR Management. The reporting person disclaims beneficial ownership of the shares held by SSR Management except to the extent of her interest as a contingent remainder beneficiary of the NS Family Trust, 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) | 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. |
(8) | Reflects the sale by a family trust of shares of Class B Common Stock to Rob Sands to enable such family trust to satisfy a debt owed by such family trust to a family investment vehicle. The price per share was determined by an independent appraiser and reflects a liquidity discount. |
(9) | Gives effect to the pro rata distribution of securities by RSS Business Holdings LP ("RSS Holdings") to its partners on June 26, 2013. |
(10) | Held by the Nancy Sands Descendants' Trust. The reporting person disclaims beneficial ownership of the shares held by such trust except to the extent of her interest as a contingent remainder beneficiary of such trust, 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. |
(11) | Held by RES Business Holdings LP ("RES Holdings"). RES Business Management LLC ("RES Management") is the sole general partner of RES Holdings, holding a .01% general partnership interest, and the reporting person is the sole non-member manager of RES Management. The reporting person disclaims beneficial ownership of the shares held by RES Holdings except to the extent of her interest as a contingent remainder beneficiary of the Jennifer Sands Family Trust and the Jennifer Sands Descendants' Trust, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. |
(12) | Held by RSS Holdings. RSS Business Management LLC ("RSS Management") is the sole general partner of RSS Holdings, holding a .01% general partnership interest, and the reporting person is the sole non-member manager of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Holdings except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family Trust and the Nancy Sands Descendants' Trust, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. |
(13) | Held by RSS Management. The Nancy Sands Family Trust is the sole member of RSS Management. The reporting person disclaims beneficial ownership of the shares held by RSS Management except to the extent of her interest as a contingent remainder beneficiary of the Nancy Sands Family Trust, 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. |