Director Sands Robert 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 | 8,600 | D | ||||||||
| Class A Common Stock | 431,729 | I | By RSS Master LLC(3) | |||||||
| Class A Common Stock | 19,329 | I | By PKSDT 2016 STZ(4) | |||||||
| Class A Common Stock | 912,492 | I | By RSS 2015 Business Holdings LP(5) | |||||||
| Class A Common Stock | 3,876,548 | I | By RSS Business Holdings LP(6) | |||||||
| Class A Common Stock | 2,164,138 | I | By SSR Business Holdings LP(7) | |||||||
| Class A Common Stock | 1,769 | I | By Spouse(8) | |||||||
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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 certain 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. RSS Master LLC ("RSS Master") is the direct owner of these securities. RSS Master is a limited liability company that is wholly-owned by the Robert S. Sands Master Trust. Robert Sands is the sole trustee and sole beneficiary of the Robert S. Sands Master Trust. |
| 4. PKSDT 2016 STZ LLC ("PKSDT") directly owns the reported securities and is a wholly-owned subsidiary of the Pamela K. Sands 2016 Descendants' Trust (the "Trust"). These shares are held for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of the 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. |
| 5. The reported securities are owned directly by RSS 2015 Business Holdings LP ("RSS 2015 Holdings"). RSS 2015 Business Management LLC ("RSS 2015 Management") is the co-general partner of, and owns a 0.02458% interest in, RSS 2015 Holdings. The reporting person indirectly controls RSS 2015 Management. The reported securities were previously reported by the reporting person as a portion of the securities indirectly held through RRA&Z. |
| 6. The reported securities are owned directly by RSS Business Holdings LP ("RSS Holdings"). RSS Business Management LLC ("RSS Management") is the co-general partner of, and owns a 0.009% interest in, RSS Holdings. The reporting person indirectly controls RSS Management. The reported securities were previously reported by the reporting person as a portion of the securities indirectly held through RRA&Z. |
| 7. The reported securities are owned directly by SSR Business Holdings LP ("SSR Holdings"). SSR Business Management LLC ("SSR Management") is the co-general partner of, and owns a 0.016% interest in, SSR Holdings. The reporting person indirectly controls SSR Management. The reported securities were previously reported by the reporting person as a portion of the securities indirectly held through RRA&Z. |
| 8. 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/ Robert 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. | ||