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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR

14564

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2016

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	05/13/2016		J⁽¹⁾		145,887	A	$0⁽¹⁾	598,926	D
Class A Common Stock	05/12/2016		J⁽²⁾		667,368	A	$0⁽²⁾	668,136⁽³⁾	I	by MLR&R⁽⁴⁾
Class A Common Stock								80,928⁽⁵⁾	I	by LES Holdings LLC⁽⁶⁾
Class A Common Stock								73,800⁽⁵⁾	I	by MES Holdings LLC⁽⁷⁾
Class A Common Stock								1,769⁽⁵⁾	I	By Spouse

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⁾	05/12/2016		J⁽²⁾			667,368	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	667,368	⁽²⁾	0.0000	I	by MLR&R
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,350,000		1,350,000⁽⁵⁾	I	by RCT 2015 Business Holdings LP⁽⁹⁾
Class B (convertible) Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,412,492		1,412,492⁽⁵⁾	I	by RSS 2015 Business Holdings LP⁽¹⁰⁾

Explanation of Responses:

1. The reporting person has been a general partner of M,L,R&R prior to the exchange described in footnote 2 below and has previously reported all of the shares held by M,L,R&R. On May 13, 2016, M,L,R&R distributed all of its shares of Class A Common Stock to its general partners, on a pro rata basis. Consequently, the reporting person received 145,887 shares of Class A Common Stock through this distribution and no longer indirectly holds any shares through M,L,R&R.

2. On May 12, 2016, M,L,R&R exchanged, on a one-for-one basis, 667,368 shares of Class B Common Stock for 667,368 shares of Class A Common Stock with an affiliated limited partnership.

3. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, 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. The reporting person no longer beneficially owns any shares of Class A Common Stock indirectly through M,L,R&R. See footnote 1 above.

5. 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.

6. LES Holdings LLC is a limited liability company of which the reporting person is the general manager.

7. MES Holdings LLC is a limited liability company of which the reporting person is the general manager.

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. RCT 2015 Business Holdings LP ("RCT Holdings") is a limited partnership and its general partner is RCT 2015 Business Management LLC ("RCT Management"). RCT Management owns a .025% interest in RCT Holdings. The reporting person is the sole member of RCT Management and indirectly holds limited partner interests in RCT Holdings.

10. RSS 2015 Business Holdings LP ("RSS Holdings") is a limited partnership and its general partner is RSS 2015 Business Management LLC ("RSS Management"). RSS Management owns a .025% interest in RSS Holdings. The reporting person is the sole member of RSS Management and indirectly holds limited partner interests in RSS Holdings.

	/s/ Robert Sands	05/16/2016
	** 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.