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 ROBERT

(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)
	President & CEO

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	04/01/2015		J⁽¹⁾		1,447,812	D	$0.0000	0.0000	I	by CWC Partnership II⁽²⁾
Class A Common Stock								678,193	D
Class A Common Stock								80,928⁽³⁾	I	by LES Holdings LLC⁽⁴⁾
Class A Common Stock								73,800⁽³⁾	I	by MES Holdings LLC⁽⁵⁾
Class A Common Stock								768⁽⁶⁾	I	by MLR&R⁽⁷⁾
Class A Common Stock								1,769⁽³⁾	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	⁽⁸⁾	04/01/2015		J⁽¹⁾			5,431,712	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,431,712	$0.0000	0.0000	I	by CWC Partnership I⁽²⁾
Class B (convertible) Common Stock	⁽⁸⁾	04/01/2015		J⁽¹⁾			563,632	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	563,632	$0.0000	0.0000	I	by CWC Partnership II⁽²⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	667,368		667,368⁽⁶⁾	I	by MLR&R⁽⁷⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,350,000		1,350,000⁽⁶⁾	I	by RCT 2015 Business Holdings LP⁽⁹⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,412,492		1,412,492	I	by RSS 2015 Business Holdings LP⁽¹⁰⁾

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"), and a trust of which the reporting person is trustee contributed its general partner interests in CWC Partnership II to A&Z Holdings. The reporting person holds only limited partnership interests in A&Z Holdings.

2. CWC Partnership I and CWC Partnership II were each general partnerships of which the reporting person had a pecuniary interest. On April 1, 2015, after the transactions reported in footnote (1) above, both CWC Partnership I and CWC Partnership II were dissolved.

3. 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.

4. LES Holdings LLC is a limited liability company of which the reporting person is the general manager.

5. MES Holdings LLC is a limited liability company of which the reporting person is the general manager.

6. 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.

7. 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.

8. 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.

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, Robert Sands' Children's Trust, for which the reporting person serves as trustee, contributed 1,350,000 shares of Class B Common Stock to RCT 2015 Business Holdings LP ("RCT Holdings"). RCT Holdings is a limited partnership and its general partner is RCT 2015 Business Management LLC ("RCT Management"). RCT Management owns a .025% interest in RCT Holdings. The reporting person, through Robert Sands' Children's Trust, indirectly holds limited partnership interests in RCT Holdings and is the sole member of RCT Management.

10. Reflects a change in the form of beneficial ownership of 1,412,492 shares of Class B Common Stock from direct to indirect. On April 1, 2015, the reporting person contributed 1,412,492 shares of Class B Common Stock to RSS 2015 Business Holdings LP ("RSS Holdings"). RSS Holdings is a limited partnership and its general partner is RSS 2015 Business Management LLC ("RSS Management"). RSS Management owns a .025% interest in RSS Holdings. The reporting person is the sole member of RSS Management and holds limited partnership interests in RSS Holdings.

	/s/ H. Elaine Ziakas for Robert Sands	04/03/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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