Initial Statement of Beneficial Ownership (3)
11 May 2021 - 6:43AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Robert Sands Master Trust |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/30/2021
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3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [STZ]
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(Last)
(First)
(Middle)
207 HIGH POINT DRIVE, BUILDING 100 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
VICTOR, NY 14564
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 549301 | I | by RSS Master LLC (1) |
| Class A Common Stock | 5483842 | I | by RRAZ Holdings LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class 1 (convertible) Common Stock | (3) | (3) | Class A Common Stock | 593352.0 | (3) | I | by RSS Master LLC (1) |
| Class B (convertible) Common Stock | (4) | (4) | Class A Common Stock | 22746786.0 | (4) | I | by RRAZ Holdings LLC (2) |
| Non-Qualified Stock Option (right to buy) | 4/21/2021 (5) | 4/21/2030 | Class 1 (convertible) Common Stock | 131088.0 | $153.02 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/26/2014 (6) | 4/26/2023 | Class 1 (convertible) Common Stock | 114560.0 | $47.79 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/23/2019 (5) | 4/23/2028 | Class 1 (convertible) Common Stock | 45480.0 | $228.26 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/21/2018 (6) | 4/21/2027 | Class 1 (convertible) Common Stock | 57772.0 | $172.09 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/3/2013 (6) | 4/3/2022 | Class 1 (convertible) Common Stock | 212380.0 | $24.5 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/28/2015 (6) | 4/28/2024 | Class 1 (convertible) Common Stock | 72010.0 | $79.61 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/20/2022 (5) | 4/20/2031 | Class 1 (convertible) Common Stock | 66878.0 | $238.31 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/28/2016 (6) | 4/28/2025 | Class 1 (convertible) Common Stock | 64460.0 | $117.12 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/23/2020 (5) | 4/23/2029 | Class 1 (convertible) Common Stock | 85985.0 | $207.48 | I | by RSS Master LLC (1) |
| Non-Qualified Stock Option (right to buy) | 4/25/2017 (6) | 4/25/2026 | Class 1 (convertible) Common Stock | 54168.0 | $156.84 | I | by RSS Master LLC (1) |
| Explanation of Responses: |
| (1) | RSS Master LLC is the direct owner of these securities. RSS Master LLC is a limited liability company that is wholly-owned by the Robert Sands Master Trust. |
| (2) | The reported shares are also indirectly owned by RSS Master LLC. Various Sands family limited partnerships directly own the reported shares of Class A Common Stock. WildStar Partners LLC ("WildStar") holds a .045% co-general partner interest in those family limitedpartnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RSS Master LLC is a member of RRA&Z. RSS Master LLC is a sole member limited liability company of which the Robert SandsMaster Trust is the sole owner. |
| (3) | 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. |
| (4) | Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B. |
| (5) | This option becomes exercisable at the rate of 25% per year beginning on the date specified. |
| (6) | 100% of this option has become exercisable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Robert Sands Master Trust
207 HIGH POINT DRIVE
BUILDING 100
VICTOR, NY 14564 |
| X |
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Signatures
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| /s/ Thomas Farace, Authorized Person, Robert Sands Master Trust | | 5/10/2021 |
| **Signature of Reporting Person | Date |
| /s/ Thomas Farace, Authorized Person, RSS Master LLC | | 5/10/2021 |
| **Signature of Reporting Person | Date |
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