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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SANDS RICHARD
2. Issuer Name and Ticker or Trading Symbol

CONSTELLATION BRANDS, INC. [ STZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice Chairman of the Board
(Last)          (First)          (Middle)

C/O CONSTELLATION BRANDS, INC., 207 HIGH POINT DRIVE, BUILDING 100
3. Date of Earliest Transaction (MM/DD/YYYY)

11/10/2020
(Street)

VICTOR, NY 14564
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/10/2020  C  408922 A$0 (1)408922 D  
Class A Common Stock 11/10/2020  S  168113 D$199.8655 (2)240809 D  
Class A Common Stock 11/10/2020  S  202204 D$200.3684 (3)38605 D  
Class A Common Stock 11/10/2020  S  11830 D$201.2663 (4)26775 D  
Class A Common Stock 11/10/2020  S  26775 D$202.3382 (5)0 D  
Class A Common Stock         5483842 (6)I by RRAZ Holdings LLC (7)
Class A Common Stock         15720 (8)I By Spouse 
Class A Common Stock         149876 I by RES Master LLC (9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class 1 (convertible) Common Stock  (10)11/10/2020  C     408922   (10) (10)Class A Common Stock 408922.0 $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) Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $199.0300 to $200.0250, 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.
(3) Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $200.0300 to $201.0200, 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 $201.0300 to $202.0200, 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 $202.0300 to $202.6400, 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) Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. 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.
(7) RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar Partners LLC ("WildStar"). WildStar holds a 0.045% co-general partner interest in various Sands family limited partnerships. The reporting person is a member and co-manager of 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.
(9) Reflects a change in beneficial ownership of 149,876 shares of Class A Common Stock from direct to indirect. On October 14, 2020, the reporting person transferred 149,876 shares of Class A Common Stock to RES Master LLC. RES Master LLC is a limited liability company that is wholly-owned by a trust, for which the reporting person serves as trustee and is the sole beneficiary.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SANDS RICHARD
C/O CONSTELLATION BRANDS, INC.
207 HIGH POINT DRIVE, BUILDING 100
VICTOR, NY 14564
XXVice Chairman of the Board

Signatures
/s/ H. Elaine Ziakas for Richard Sands11/13/2020
**Signature of Reporting PersonDate

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