SEC FORM 4

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).

1. Name and Address of Reporting Person^*

SANDS ROBERT

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

370 WOODCLIFF DRIVE, SUITE 300

(Street)

FAIRPORT

14450

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005

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

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. 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	08/01/2005		M⁽¹⁾		120,000	A	$3.75	702,312	D
Class A Common Stock	08/01/2005		S⁽¹⁾		120,000	D	$27.3947	582,312	D
Class A Common Stock								1,418,860	I	Remainder Interest⁽²⁾
Class A Common Stock								1,447,812⁽³⁾	I	Remainder Interest by Partnership⁽²⁾⁽⁴⁾
Class A Common Stock								768⁽³⁾	I	by Partnership⁽⁵⁾
Class A Common Stock								471,608⁽³⁾	I	by Partnership⁽⁶⁾
Class A Common Stock								28,792⁽⁷⁾	I	by Spouse
Class A Common Stock								80,928⁽⁷⁾	I	by spouse as custodian for daughter (UGMA)
Class A Common Stock								73,800⁽⁷⁾	I	by spouse as custodian for son (UGMA)

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)
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,902,592		5,902,592	D
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	667,368		667,368⁽³⁾	I	by Partnership⁽⁵⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,431,712		5,431,712⁽³⁾	I	by Partnership⁽⁶⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	563,632		563,632⁽³⁾	I	by Partnership⁽⁴⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	147,432		147,432⁽³⁾	I	as Trustee⁽⁹⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,050,000		4,050,000⁽⁷⁾	I	as Trustee⁽¹⁰⁾
Non-Qualified Stock Option (Right to buy)	$3.75	08/01/2005		M⁽¹⁾			120,000	⁽¹¹⁾	08/27/2005	Class A Common Stock	120,000	$0	0	D
Non-Qualified Stock Option (Right to buy)	$3.75							⁽¹¹⁾	01/24/2006	Class A Common Stock	400,000		400,000	D
Non-Qualified Stock Option (Right to buy)	$3.3438							⁽¹¹⁾	12/18/2006	Class A Common Stock	160,000		160,000	D
Non-Qualified Stock Option (Right to buy)	$5.125							⁽¹¹⁾	09/14/2007	Class A Common Stock	133,600		133,600	D
Non-Qualified Stock Option (Right to buy)	$6.4532							⁽¹¹⁾	04/26/2008	Class A Common Stock	128,800		128,800	D
Non-Qualified Stock Option (Right to buy)	$6.5							⁽¹¹⁾	04/14/2009	Class A Common Stock	128,000		128,000	D
Non-Qualified Stock Option (Right to buy)	$6.4375							⁽¹¹⁾	04/05/2010	Class A Common Stock	156,800		156,800	D
Non-Qualified Stock Option (Right to buy)	$8.8713							⁽¹¹⁾	04/10/2011	Class A Common Stock	112,000		112,000	D
Non-Qualified Stock Option (Right to buy)	$10.25							⁽¹¹⁾	09/26/2011	Class A Common Stock	160,000		160,000	D
Non-Qualified Stock Option (Right to buy)	$11.795							⁽¹¹⁾	04/02/2013	Class A Common Stock	107,600		107,600	D
Non-Qualified Stock Option (Right to buy)	$11.75							⁽¹²⁾	04/03/2013	Class A Common Stock	60,000		60,000	D
Non-Qualified Stock Option (Right to buy)	$16.63							⁽¹¹⁾	04/06/2014	Class A Common Stock	191,800		191,800	D
Non-Qualified Stock Option (Right to buy)	$23.02							12/23/2008⁽¹³⁾	12/23/2014	Class A Common Stock	40,000		40,000	D
Non-Qualified Stock Option (Right to buy)	$27.235							04/07/2009⁽¹⁴⁾	04/07/2015	Class A Common Stock	128,000		128,000	D

Explanation of Responses:

1. Effected pursuant to a Rule 10b5-1 trading plan adopted on January 24, 2005.

2. Remainder interest after the life estate of Marilyn Sands. The life estate terminates on the earlier of (i) 20 years from its commencement (11/13/87) or (ii) Mrs. Sands' death. Marilyn Sands' interest includes the right to receive income from and the power to vote and dispose of the shares subject to the vested beneficial interest of the remaindermen.

3. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable 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.

4. Held by CWC Partnership II, a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest.

5. Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R.

6. Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.

7. 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.

8. 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.

9. Held by the reporting person as trustee of The Marvin Sands Master Trust.

10. Held by a trust for the benefit of the grandchildren of Marvin and Marilyn Sands. The reporting person, an adult child of Marvin and Marilyn Sands, is a co-trustee of the trust.

11. 100% of this option has become exercisable.

12. 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 3, 2006.

13. This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days.

14. This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days.

Remarks:

The information presented in this Form 4 reflects the effect of the Company's two-for-one stock splits that were distributed in the form of stock dividends on May 13, 2005 to stockholders of record on April 29, 2005.

	H. Elaine Farry For: Robert Sands	08/03/2005
	** 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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