Director Sands Richard disposed of 20,428,521 shares (SEC Form 4)
$STZ
Beverages (Production/Distribution)
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/31/2025 | J(1) | 20,428,521 | D | (1) | 0 | I | By RRA&Z Holdings LLC(2) | ||
| Class A Common Stock | 188,015 | I | By RES Master LLC(3) | |||||||
| Class A Common Stock | 5,066,666 | I | By RES Business Holdings LP(4) | |||||||
| Class A Common Stock | 1,736,884 | I | SER Business Holdings LP(5) | |||||||
| Class A Common Stock | 15,720 | I | By Spouse(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The membership interests in RRA&Z Holdings LLC ("RRA&Z") were contributed to WSP Holdings Master LLC ("WSP Holdings"), a wholly owned subsidiary of WSP Holdings Trust ("WSP Trust"). WSP Trust is an irrevocable trust in which the beneficiaries will be various charitable organizations and will be managed by an independent trustee. The independent trustee can be removed and replaced by a vote of various Sands family members. |
| 2. 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 is the sole member of WildStar. The reporting person is a director of RRA&Z and WildStar. |
| 3. RES Master LLC ("RES Master") directly owns the reported securities. RES Master is a limited liability company that is wholly-owned by the Richard Sands Master Trust ("RSM Trust"). The reporting person is the sole trustee and sole beneficiary of the RSM Trust. |
| 4. The reported securities are owned directly by RES Business Holdings LP ("RES Holdings"). RES Business Management LLC ("RES Management") is the co-general partner of, and owns a 0.009% interest in, RES Holdings. The reporting person indirectly controls RES Management. The reported securities were previously reported by the reporting person as a portion of the securities indirectly held through RRA&Z. |
| 5. The reported securities are owned directly by SER Business Holdings LP ("SER Holdings"). SER Business Management LLC ("SER Management") is the co-general partner of, and owns a 0.016% interest in, SER Holdings. The reporting person indirectly controls SER Management. The reported securities were previously reported by the reporting person as a portion of the securities indirectly held through RRA&Z. |
| 6. 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. |
| /s/ Richard Sands | 06/03/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||