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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 | (6) | 04/01/2015 | J(1) | 5,431,712 | (6) | (6) | Class A Common Stock | 5,431,712 | $ 0 | 0 | I | by CWC Partnership I (2) | |||
Class B (convertible) Common Stock | (6) | 03/03/2015 | G | V | 1,350,000 | (6) | (6) | Class A Common Stock | 1,350,000 | $ 0 | 0 | I | by RS Heirs' Trust (7) | ||
Class B (convertible) Common Stock | (6) | 03/03/2015 | G | V | 1,350,000 | (6) | (6) | Class A Common Stock | 1,350,000 | $ 0 | 1,350,000 (5) | I | by RS Heirs' Trust II (8) | ||
Class B (convertible) Common Stock | (6) | (6) | (6) | Class A Common Stock | 37,350 | 37,350 | D | ||||||||
Class B (convertible) Common Stock | (6) | (6) | (6) | Class A Common Stock | 667,368 | 667,368 (3) | I | by MLR&R (4) | |||||||
Class B (convertible) Common Stock | (6) | (6) | (6) | Class A Common Stock | 1,350,000 | 1,350,000 (3) | I | by RHT 2015 Business Holdings LP (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANDS RICHARD C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY 14564 |
X | X | Chairman of the Board |
/s/ H. Elaine Ziakas for Richard Sands | 04/03/2015 | |
**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) | On April 1, 2015, the reporting person contributed his general partner interests in CWC Partnership I to a newly-formed limited partnership, A&Z 2015 Business Holdings LP ("A&Z Holdings"). The reporting person holds only limited partnership interests in A&Z Holdings. |
(2) | CWC Partnership I was a general partnership of which the reporting person was a managing partner and in which he had a pecuniary interest. On April 1, 2015, after the transaction reported in footnote (1) above, CWC Partnership I was dissolved. |
(3) | 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. |
(4) | 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. |
(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) | 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. |
(7) | Held by the Richard Sands Heirs' Trust, for which the reporting person serves as trustee. |
(8) | Held by the Richard Sands Heirs' Trust II, for which the reporting person serves as trustee. See footnote (9) below regarding a subsequent change in the form of beneficial ownership with respect to these shares. |
(9) | Reflects a change in the form of beneficial ownership of 1,350,000 shares of Class B Common Stock from one indirect holding to another. On April 1, 2015, Richard Sands Heirs' Trust II, for which the reporting person serves as trustee, contributed 1,350,000 shares of Class B Common Stock to RHT 2015 Business Holdings LP ("RHT Holdings"). RHT Holdings is a limited partnership and its general partner is RHT 2015 Business Management LLC ("RHT Management"). RHT Management owns a .025% interest in RHT Holdings. The reporting person, through Richard Sands Heirs' Trust II, indirectly holds limited partnership interests in RHT Holdings and is the sole member of RHT Management. |