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^*

CWC PARTNERSHIP I

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR

14564

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

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	03/31/2015		J⁽¹⁾		768⁽²⁾	D	$0.00	768⁽²⁾	I	by MLR&R⁽³⁾
Class A Common Stock	04/01/2015		J⁽⁴⁾		471,608⁽²⁾	D	$0.00	0	D
Class A Common Stock	04/01/2015		J⁽⁴⁾		768⁽²⁾	D	$0.00	0	I	by MLR&R⁽³⁾

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	⁽⁵⁾	03/31/2015		J⁽¹⁾			667,368⁽²⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	667,368	$0.00	667,368⁽²⁾	I	by MLR&R⁽³⁾
Class B (convertible) Common Stock	⁽⁵⁾	04/01/2015		J⁽⁴⁾			5,431,712⁽²⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,431,712	$0.00	0	D
Class B (convertible) Common Stock	⁽⁵⁾	04/01/2015		J⁽⁴⁾			667,368⁽²⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	667,368	$0.00	0	I	by MLR&R⁽³⁾

Explanation of Responses:

1. On March 31, 2015, CWC Partnership I distributed a portion of its interest (.02% in the aggregate) in MLR&R (defined below) to certain general partners of CWC Partnership I.

2. Share amounts have been adjusted for stock splits.

3. M,L,R&R ("MLR&R") is a general partnership of which the reporting person is a general partner.

4. On April 1, 2015, all of the general partner interests in CWC Partnership I were contributed to a newly-formed limited partnership ("New LP"), and CWC Partnership I was dissolved. Consequently, the shares of Class A Common Stock and Class B Common Stock held, directly and indirectly, by CWC Partnership I were distributed to the New LP.

5. 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.

Remarks:

	/s/ Richard Sands for CWC Partnership I	04/01/2015
	** 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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