Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Robert Sands Master Trust

(Last)

(First)

(Middle)

C/O WILDSTAR PARTNERS LLC

241 NE 4TH STREET, STE. C

(Street)

DELRAY BEACH

33444

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/16/2024		S		48,328	D	$242⁽¹⁾	502,675	I	By RSS Master LLC⁽²⁾⁽⁶⁾
Class A Common Stock	10/16/2024		S		62,923	D	$242.53⁽³⁾	439,752	I	By RSS Master LLC⁽²⁾⁽⁶⁾
Class A Common Stock	10/16/2024		S		8,023	D	$243.4⁽⁴⁾	431,729	I	By RSS Master LLC⁽²⁾⁽⁶⁾
Class A Common Stock								20,488,818	I	By RRA&Z Holdings LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Robert Sands Master Trust

(Last)

(First)

(Middle)

C/O WILDSTAR PARTNERS LLC

241 NE 4TH STREET, STE. C

(Street)

DELRAY BEACH

33444

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RSS Master LLC

(Last)

(First)

(Middle)

C/O WILDSTAR PARTNERS LLC

241 NE 4TH STREET, STE. C

(Street)

DELRAY BEACH

33444

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $241.25 to $242.24 per share, inclusive. The reporting person undertakes to provide Constellation Brands, Inc., any security holder of Constellation Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1, 3, and 4 of this Form 4.

2. 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.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $242.25 to $243.24 per share, inclusive.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $243.25 to $243.63 per share, inclusive.

5. The reported shares are also indirectly owned by RSS Master. 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 limited partnerships. RRA&Z Holdings LLC ("RRA&Z") is the sole member of WildStar, and RSS Master is a member of RRA&Z.

6. 789 shares of Class A Common Stock were previously reported as held directly by Robert Sands. Mr. Sands has transferred the securities to RSS Master, which is the direct owner of these securities.

	/s/ Robert Sands, Trustee of Robert S. Sands Master Trust	10/18/2024
	/s/ Robert Sands, Trustee of Robert S. Sands Master Trust, Sole Member of RSS Master LLC	10/18/2024
	** 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).
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