4//SEC Filing
SANDS RICHARD 4
Accession 0000899243-22-035638
CIK 0000016918other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 7:30 AM ET
Size
18.6 KB
Accession
0000899243-22-035638
Insider Transaction Report
Form 4
SANDS RICHARD
DirectorChairman of Board10% Owner
Transactions
- Disposition to Issuer
Class B (convertible) Common Stock
2022-11-10−22,746,786→ 0 total(indirect: By LLC)→ Class A Common Stock (22,746,786 underlying) - Award
Class A Common Stock
2022-11-10+22,746,786→ 28,047,296 total(indirect: By LLC) - Award
Class A Common Stock
2022-11-10+37,350→ 187,226 total(indirect: By LLC) - Award
Restricted Stock Units
2022-11-10+326→ 326 totalFrom: 2023-07-10→ Class A Common Stock (326 underlying) - Award
Non-Qualified Stock Option (right to buy)
2022-11-10+487→ 487 totalExercise: $244.03From: 2023-05-10Exp: 2032-11-10→ Class A Common Stock (487 underlying) - Disposition to Issuer
Class B (convertible) Common Stock
2022-11-10−37,350→ 0 total(indirect: By LLC)→ Class A Common Stock (37,350 underlying)
Holdings
- 15,720(indirect: By Spouse)
Class A Common Stock
Footnotes (6)
- [F1]Pursuant to a reclassification exempt under Rule 16b-7 that was effected by Constellation Brands, Inc. on November 10, 2022, each share of Class B Common Stock ($0.01 par value) was reclassified and converted into one share of Class A Common Stock ($0.01 par value) and the right to receive a $64.64 cash payment. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of Richard Sands.
- [F2]Various Sands family limited partnerships directly own the reported securities. 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. The reporting person indirectly owns a membership interest in and is co-manager of RRA&Z.
- [F3]RES Master LLC ("RES Master") directly owns the reported securities. RES Master is a limited liability company that is wholly-owned by the Richard Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Richard Sands Master Trust.
- [F4]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.
- [F5]Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
- [F6]All of these restricted stock units vest on the date specified. Vested shares will be delivered to the reporting person as of the vesting date.
Documents
Issuer
CONSTELLATION BRANDS, INC.
CIK 0000016918
Entity typeother
Related Parties
1- filerCIK 0001245563
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 7:30 AM ET
- Size
- 18.6 KB