Statement of Changes in Beneficial Ownership (4)
January 12 2021 - 5:37PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Hanson Robert Lee |
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC.
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STZ
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Pres. Wine and Spirits |
(Last)
(First)
(Middle)
C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2021 |
(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 | 1/8/2021 | | C | | 6101 | A | (1) | 10179 (2) | D | |
Class A Common Stock | 1/8/2021 | | S | | 4045 | D | $228.15 | 6134 | D | |
Class A Common Stock | 1/8/2021 | | S | | 2056 | D | $230.0255 (3) | 4078 | 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) | $87.13 | 1/8/2021 | | M | | | 1606 | 1/23/2015 (4) | 4/24/2022 | Class 1 (convertible) Common Stock | 1606.0 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $119.37 | 1/8/2021 | | M | | | 1172 | 1/22/2016 (4) | 4/24/2022 | Class 1 (convertible) Common Stock | 1172.0 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $166.34 | 1/8/2021 | | M | | | 1267 | 1/20/2017 (4) | 4/24/2022 | Class 1 (convertible) Common Stock | 1267.0 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $197.18 | 1/8/2021 | | M | | | 1041 | 1/18/2018 (4) | 4/24/2022 | Class 1 (convertible) Common Stock | 1041.0 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $213.85 | 1/8/2021 | | M | | | 1015 | 1/17/2019 (4) | 4/24/2022 | Class 1 (convertible) Common Stock | 1015.0 | $0 | 0 | D | |
Class 1 (convertible) Common Stock | (5) | 1/8/2021 | | M | | 6101 | | (5) | (5) | Class A Common Stock | 6101.0 | (6) | 6101 | D | |
Class 1 (convertible) Common Stock | (5) | 1/8/2021 | | C | | | 6101 | (5) | (5) | Class A Common Stock | 6101.0 | $0 | 0 | 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 July 2020 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 $230.0000 to $ 230.1200, 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) | 100% of this option has become exercisable. |
(5) | 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. |
(6) | The shares of Class 1 Common Stock were acquired at the following prices: 1,606 at $87.13, 1,172 at $119.37, 1,267 at $166.34, 1,041 at $197.18. and 1,015 at $213.85. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hanson Robert Lee C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DRIVE, BUILDING 100 VICTOR, NY 14564 |
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| EVP & Pres. Wine and Spirits |
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Signatures
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/s/ H. Elaine Ziakas, attorney-in-fact | | 1/12/2021 |
**Signature of Reporting Person | Date |
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