-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZt/tvbI9VP8RBPZl6xbMfegCi/aHtmvNPfG7VwQn0fK+gEG57NnpAlR0RgGaI3U JzTwr6WAytE3VgFfudpuxA== 0000016918-05-000054.txt : 20050803 0000016918-05-000054.hdr.sgml : 20050803 20050803190917 ACCESSION NUMBER: 0000016918-05-000054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050801 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION BRANDS, INC. CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 585-218-3600 MAIL ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION BRANDS INC DATE OF NAME CHANGE: 20000920 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA BRANDS INC DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDS ROBERT CENTRAL INDEX KEY: 0001245564 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08495 FILM NUMBER: 05997245 BUSINESS ADDRESS: STREET 1: C/O CONSTELLATION BRANDS INC STREET 2: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 585-218-3600 MAIL ADDRESS: STREET 1: C/O CONSTELLATION BRANDS, INC. STREET 2: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-08-01 0000016918 CONSTELLATION BRANDS, INC. STZ/STZ.B 0001245564 SANDS ROBERT C/O CONSTELLATION BRANDS, INC. 370 WOODCLIFF DRIVE, SUITE 300 FAIRPORT NY 14450 1 1 1 0 President & COO Class A Common Stock 2005-08-01 4 M 0 120000 3.75 A 702312 D Class A Common Stock 2005-08-01 4 S 0 120000 27.3947 D 582312 D Class A Common Stock 1418860 I Remainder Interest Class A Common Stock 1447812 I Remainder Interest by Partnership Class A Common Stock 768 I by Partnership Class A Common Stock 471608 I by Partnership Class A Common Stock 28792 I by Spouse Class A Common Stock 80928 I by spouse as custodian for daughter (UGMA) Class A Common Stock 73800 I by spouse as custodian for son (UGMA) Class B (convertible) Common Stock Class A Common Stock 5902592 5902592 D Class B (convertible) Common Stock Class A Common Stock 667368 667368 I by Partnership Class B (convertible) Common Stock Class A Common Stock 5431712 5431712 I by Partnership Class B (convertible) Common Stock Class A Common Stock 563632 563632 I by Partnership Class B (convertible) Common Stock Class A Common Stock 147432 147432 I as Trustee Class B (convertible) Common Stock Class A Common Stock 4050000 4050000 I as Trustee Non-Qualified Stock Option (Right to buy) 3.75 2005-08-01 4 M 0 120000 0 D 2005-08-27 Class A Common Stock 120000 0 D Non-Qualified Stock Option (Right to buy) 3.75 2006-01-24 Class A Common Stock 400000 400000 D Non-Qualified Stock Option (Right to buy) 3.3438 2006-12-18 Class A Common Stock 160000 160000 D Non-Qualified Stock Option (Right to buy) 5.125 2007-09-14 Class A Common Stock 133600 133600 D Non-Qualified Stock Option (Right to buy) 6.4532 2008-04-26 Class A Common Stock 128800 128800 D Non-Qualified Stock Option (Right to buy) 6.50 2009-04-14 Class A Common Stock 128000 128000 D Non-Qualified Stock Option (Right to buy) 6.4375 2010-04-05 Class A Common Stock 156800 156800 D Non-Qualified Stock Option (Right to buy) 8.8713 2011-04-10 Class A Common Stock 112000 112000 D Non-Qualified Stock Option (Right to buy) 10.25 2011-09-26 Class A Common Stock 160000 160000 D Non-Qualified Stock Option (Right to buy) 11.795 2013-04-02 Class A Common Stock 107600 107600 D Non-Qualified Stock Option (Right to buy) 11.75 2013-04-03 Class A Common Stock 60000 60000 D Non-Qualified Stock Option (Right to buy) 16.63 2014-04-06 Class A Common Stock 191800 191800 D Non-Qualified Stock Option (Right to buy) 23.02 2008-12-23 2014-12-23 Class A Common Stock 40000 40000 D Non-Qualified Stock Option (Right to buy) 27.235 2009-04-07 2015-04-07 Class A Common Stock 128000 128000 D Effected pursuant to a Rule 10b5-1 trading plan adopted on January 24, 2005. Remainder interest after the life estate of Marilyn Sands. The life estate terminates on the earlier of (i) 20 years from its commencement (11/13/87) or (ii) Mrs. Sands' death. Marilyn Sands' interest includes the right to receive income from and the power to vote and dispose of the shares subject to the vested beneficial interest of the remaindermen. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable 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. Held by CWC Partnership II, a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest. Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R. Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest. 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. 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. Held by the reporting person as trustee of The Marvin Sands Master Trust. Held by a trust for the benefit of the grandchildren of Marvin and Marilyn Sands. The reporting person, an adult child of Marvin and Marilyn Sands, is a co-trustee of the trust. 100% of this option has become exercisable. 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 3, 2006. This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days. This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days. The information presented in this Form 4 reflects the effect of the Company's two-for-one stock splits that were distributed in the form of stock dividends on May 13, 2005 to stockholders of record on April 29, 2005. H. Elaine Farry For: Robert Sands 2005-08-03 -----END PRIVACY-ENHANCED MESSAGE-----