FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 02/28/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Class A Common Stock | 12/20/2006 | G | 7,809 | D | $0 | 734,503 | D | ||||||||
Class A Common Stock | 1,418,860 | I | Remainder Interest(1) | ||||||||||||
Class A Common Stock | 1,447,812(2) | I | Remainder Interest by Partnership(1)(3) | ||||||||||||
Class A Common Stock | 768(2) | I | by Partnership(4) | ||||||||||||
Class A Common Stock | 471,608(2) | I | by Partnership(5) | ||||||||||||
Class A Common Stock | 28,792(6) | I | by Spouse | ||||||||||||
Class A Common Stock | 80,928(6) | I | by Spouse as custodian for daughter (UGMA) | ||||||||||||
Class A Common Stock | 73,800(6) | 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) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 5,346,426 | 5,346,426(8) | D | |||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 667,368 | 667,368(2) | I | by Partnership(4) | ||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 5,431,712 | 5,431,712(2) | I | by Partnership(5) | ||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 563,632 | 563,632(2) | I | by Partnership(3) | ||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 147,432 | 147,432(2) | I | by Trust(9) | ||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 1,350,000 | 1,350,000(6) | I | by Trust(10) | ||||||
Class B (convertible) Common Stock | (7) | (7) | (7) | Class A Common Stock | 556,166 | 556,166(8) | I | by GRAT |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
8. Reflects the change in the form of beneficial ownership of 443,834 shares from indirect to direct. These 443,834 shares, which were previously reported as indirectly owned by the reporting person through a qualified grantor retained annuity trust ("GRAT"), for which the reporting person serves as trustee, were transferred from the GRAT to the reporting person on January 3, 2007 in satisfaction of the annual annuity obligation under the terms of the GRAT. |
9. Held by the reporting person as trustee of The Marvin Sands Master Trust. |
10. Held by the Robert Sands Children's Trust, for which the reporting person serves as trustee. |
Remarks: |
H. Elaine Ziakas For: Robert Sands | 04/05/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |