Statement of Changes in Beneficial Ownership (4)
May 03 2021 - 4:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Newlands William A |
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC.
[
STZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2021 |
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(Street)
VICTOR, NY 14564
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 4/29/2021 | | C | | 17160 | A | (1) | 36204 (2) | D | |
| Class A Common Stock | 4/29/2021 | | S | | 2167 | D | $238.1485 (3) | 34037 | D | |
| Class A Common Stock | 4/29/2021 | | S | | 14893 | D | $239.3122 (4) | 19144 | D | |
| Class A Common Stock | 4/29/2021 | | S | | 100 | D | $239.845 | 19044 | D | |
| Class A Common Stock | 4/29/2021 | | S | | 1536 | D | $238.2118 (5) | 17508 | D | |
| Class A Common Stock | 4/29/2021 | | S | | 8631 | D | $239.4029 (6) | 8877 | D | |
| Class A Common Stock | 5/1/2021 | | M | | 946 | A | $0 (7) | 9823 | D | |
| Class A Common Stock | 5/1/2021 | | M | | 5341 | A | $0 (8) | 15164 | D | |
| Class A Common Stock | 5/1/2021 | | F | | 2571 | D | $240.32 | 12593 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Non-Qualified Stock Option (right to buy) | $117.12 | 4/29/2021 | | M | | | 17160 | 4/28/2016 (9) | 4/28/2025 | Class 1 (convertible) Common Stock | 17160.0 | $0 | 0 | D | |
| Class 1 (convertible) Common Stock | (10) | 4/29/2021 | | M | | 17160 | | (10) | (10) | Class A Common Stock | 17160.0 | $117.12 | 17160 | D | |
| Class 1 (convertible) Common Stock | (10) | 4/29/2021 | | C | | | 17160 | (10) | (10) | Class A Common Stock | 17160.0 | $0 | 0 | D | |
| Performance Share Units | (7) | 5/1/2021 | | M | | | 946 | (11) | (11) | Class A Common Stock | 946.0 | $0 | 0 | D | |
| Restricted Stock Units | (8) | 5/1/2021 | | M | | | 681 | 5/1/2018 (12) | (12) | Class A Common Stock | 681.0 | $0 | 0 | D | |
| Restricted Stock Units | (8) | 5/1/2021 | | M | | | 640 | 5/1/2019 (12) | (12) | Class A Common Stock | 640.0 | $0 | 640 | D | |
| Restricted Stock Units | (8) | 5/1/2021 | | M | | | 1446 | 5/1/2020 (12) | (12) | Class A Common Stock | 1446.0 | $0 | 2892 | D | |
| Restricted Stock Units | (8) | 5/1/2021 | | M | | | 2574 | 5/1/2021 (12) | (12) | Class A Common Stock | 2574.0 | $0 | 7719 | D | |
| Explanation of Responses: |
| (1) | The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis. |
| (2) | Includes shares of Class A Common Stock acquired in January 2021 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan. |
| (3) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $237.5500 to $238.5100, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| (4) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $238.8100 to $239.6600, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| (5) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $237.7700 to $238.5700, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| (6) | Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $238.9900 to $239.9600, inclusive. Upon request by the Commission staff, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| (7) | Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. |
| (8) | Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. |
| (9) | 100% of this option has become exercisable. |
| (10) | Shares of Class 1 Common Stock are convertible to shares of Class A Common Stock of the Issuer on a one-to-one basis in connection with the holders' sale of the shares of Class A Common Stock received upon the conversion. Class 1 Common Stock is not traded on any stock exchange. |
| (11) | The performance share units disposed of in the reported transaction vested on May 1, 2021. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes. |
| (12) | The restricted stock units disposed of in the reported transaction vested on May 1, 2021. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Newlands William A
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY 14564 | X |
| President & CEO |
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Signatures
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| /s/ H. Elaine Ziakas, Attorney-in-fact | | 5/3/2021 |
| **Signature of Reporting Person | Date |
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