0000899243-22-035643.txt : 20221114 0000899243-22-035643.hdr.sgml : 20221114 20221114073040 ACCESSION NUMBER: 0000899243-22-035643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221110 FILED AS OF DATE: 20221114 DATE AS OF CHANGE: 20221114 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: 221380261 MAIL ADDRESS: STREET 1: C/O CONSTELLATION BRANDS, INC. STREET 2: 207 HIGH POINT DRIVE, BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 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: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-10 0 0000016918 CONSTELLATION BRANDS, INC. STZ 0001245564 SANDS ROBERT C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR NY 14564 1 0 1 1 Non-Exec Chairman of the Board Class A Common Stock 2022-11-10 4 A 0 22746786 A 28047296 I By RRA&Z Holdings LLC Class A Common Stock 8600 D Class A Common Stock 550214 I By RSS Master LLC Class A Common Stock 19329 I By Pamela K. Sands 2016 Descendants' Trust Class A Common Stock 1769 I By Spouse Restricted Stock Units 2022-11-10 4 A 0 326 0.00 A 2023-07-10 Class A Common Stock 326 326 D Non-Qualified Stock Option (right to buy) 244.03 2022-11-10 4 A 0 487 0.00 A 2023-05-10 2032-11-10 Class A Common Stock 487 487 D Class B (convertible) Common Stock 2022-11-10 4 D 0 22746786 D Class A Common Stock 22746786 0 I By RRA&Z Holdings LLC Pursuant to a reclassification exempt under Rule 16b-7 that was effected by Constellation Brands, Inc. on November 10, 2022, each share of Class B Common Stock ($0.01 par value) was reclassified and converted into one share of Class A Common Stock ($0.01 par value) and the right to receive a $64.64 cash payment. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of Robert Sands. Various Sands family limited partnerships directly own the reported securities. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limited partnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar. The reporting person indirectly owns a membership interest in and is co-manager of RRA&Z. RSS Master LLC ("RSS Master") directly owns the reported securities. RSS Master is a limited liability company that is wholly-owned by the Robert Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Robert Sands Master Trust. These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this trust. 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. 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. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. All of these restricted stock units vest on the date specified. Vested shares will be delivered to the reporting person as of the vesting date. /s/ Thomas M. Farace, Attorney-in-Fact 2022-11-14