SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANDS RICHARD

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR

14564

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2015		J⁽¹⁾		471,608	D	$0.0000	0.0000	I	by CWC Partnership I⁽²⁾
Class A Common Stock								331,725	D
Class A Common Stock								768⁽³⁾	I	by MLR&R⁽⁴⁾
Class A Common Stock								15,720⁽⁵⁾	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B (convertible) Common Stock	⁽⁶⁾	04/01/2015		J⁽¹⁾			5,431,712	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,431,712	$0.0000	0.0000	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	$0.0000	0.0000	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	$0.0000	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⁾

Explanation of Responses:

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.

	/s/ H. Elaine Ziakas for Richard Sands	04/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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