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^*

BENNETT ABIGAIL J

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2013

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	07/10/2013		J⁽¹⁾		148,991	D	$0⁽¹⁾	20,615⁽²⁾	I	by NS Descendants' Trust⁽³⁾
Class A Common Stock								107,403	D
Class A Common Stock								2,333,902	I	by SER Business Holdings LP⁽⁴⁾
Class A Common Stock								2,164,138⁽²⁾	I	by SSR Business Holdings LP⁽⁵⁾
Class A Common Stock								158⁽²⁾	I	by SSR Business Management LLC⁽⁶⁾

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	⁽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⁾	0.0000⁽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	0.0000		0.0000⁽²⁾	I	by SSR Business Holdings LP⁽⁵⁾

Explanation of Responses:

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.

	H. Elaine Ziakas for Abigail J. Bennett	07/15/2013
	** 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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