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^*

MULLIN THOMAS 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	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2013

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	03/25/2013		M		59,000	A	$11.795	104,805	D
Class A Common Stock	03/25/2013		M		53,170	A	$11.75	157,975	D
Class A Common Stock	03/27/2013		M		6,830	A	$11.75	164,805	D

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)
Non-Qualified Stock Option (right to buy)	$11.795	03/25/2013		M			59,000	⁽¹⁾	04/02/2013	Class A Common Stock	59,000	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)	$11.75	03/25/2013		M			53,170	⁽¹⁾	04/03/2013	Class A Common Stock	53,170	$0.0000	6,830	D
Non-Qualified Stock Option (right to buy)	$11.75	03/27/2013		M			6,830	⁽¹⁾	04/03/2013	Class A Common Stock	6,830	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)	$23.48	12/22/2012		G⁽²⁾	V		30,000	⁽¹⁾	01/02/2018	Class 1 Common Stock	30,000	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$19.12	12/22/2012		G⁽²⁾	V		130,900	⁽¹⁾	04/01/2018	Class 1 Common Stock	130,900	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$22.27	12/22/2012		G⁽²⁾	V		16,250	⁽¹⁾	04/18/2017	Class 1 Common Stock	16,250	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$16.67	12/22/2012		G⁽²⁾	V		54,836	04/05/2011⁽³⁾	04/05/2020	Class 1 Common Stock	54,836	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$20.6	12/22/2012		G⁽²⁾	V		22,743	04/05/2012⁽³⁾	04/05/2021	Class 1 Common Stock	22,743	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$11.85	12/22/2012		G⁽²⁾	V		161,483	04/06/2010⁽³⁾	04/06/2019	Class 1 Common Stock	161,483	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$20.79	12/22/2012		G⁽²⁾	V		48,750	⁽¹⁾	04/03/2017	Class A Common Stock	48,750	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$25.88	12/22/2012		G⁽²⁾	V		30,000	⁽¹⁾	04/05/2016	Class A Common Stock	30,000	$0.0000	0.0000⁽²⁾	I⁽²⁾	by LLC
Non-Qualified Stock Option (right to buy)	$24.5							04/03/2013⁽³⁾	04/03/2022	Class 1 Common Stock	70,500		70,500	D
Non-Qualified Stock Option (right to buy)	$16.67							04/05/2011⁽³⁾	04/05/2020	Class 1 Common Stock	54,834		54,834	D
Non-Qualified Stock Option (right to buy)	$20.6							04/05/2012⁽³⁾	04/05/2021	Class 1 Common Stock	68,227		68,227	D
Non-Qualified Stock Option (right to buy)	$11.85							04/06/2010⁽³⁾	04/06/2019	Class 1 Common Stock	53,827		53,827	D
Non-Qualified Stock Option (right to buy)	$20.79							⁽¹⁾	04/03/2017	Class A Common Stock	116,900		116,900	D
Non-Qualified Stock Option (right to buy)	$25.88							⁽¹⁾	04/05/2016	Class A Common Stock	60,200		60,200	D
Non-Qualified Stock Option (right to buy)	$16.63							⁽¹⁾	04/06/2014	Class A Common Stock	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$27.235							⁽¹⁾	04/07/2015	Class A Common Stock	38,000		38,000	D
Non-Qualified Stock Option (right to buy)	$23.02							⁽¹⁾	12/23/2014	Class A Common Stock	40,000		40,000	D
Performance Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	29,760		29,760	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	12,820		12,820	D

Explanation of Responses:

1. 100% of this option has become exercisable.

2. Reflects a gift on 12/22/12 by the reporting person of his entire membership interest in a limited liability company to a family trust. Such limited liability company holds these stock options, which were contributed to such limited liability company by the reporting person on 12/21/12, at which time the reporting person was the sole member of such limited liability company. The reporting person does not have a beneficial ownership interest in that family trust.

3. This option becomes exercisable at the rate of 25% per year beginning on the date specified.

4. Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

5. The performance share units vest on May 1, 2014 if the reporting person remains an employee through such date. Vested shares will be delivered to the reporting person on the vesting date net of shares withheld to satisfy taxes.

6. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.

7. These restricted stock units vest in four equal annual installments beginning on May 1, 2013. Vested shares will be delivered to the reporting person as of each vesting date net of shares withheld to satisfy taxes.

	/s/ H. Elaine Ziakas for Thomas J. Mullin	03/27/2013
	** 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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