4//SEC Filing
SANDS ROBERT 4
Accession 0000899243-22-035643
CIK 0000016918other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 7:30 AM ET
Size
17.1 KB
Accession
0000899243-22-035643
Insider Transaction Report
Form 4
SANDS ROBERT
DirectorPresident & CEO10% Owner
Transactions
- Award
Class A Common Stock
2022-11-10+22,746,786→ 28,047,296 total(indirect: By LLC) - 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
2022-11-10−22,746,786→ 0 total(indirect: By LLC)→ Class A Common Stock (22,746,786 underlying) - Award
Restricted Stock Units
2022-11-10+326→ 326 totalFrom: 2023-07-10→ Class A Common Stock (326 underlying)
Holdings
- 8,600
Class A Common Stock
- 19,329(indirect: By Trust)
Class A Common Stock
- 550,214(indirect: By LLC)
Class A Common Stock
- 1,769(indirect: By Spouse)
Class A Common Stock
Footnotes (7)
- [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 Robert 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]RSS Master LLC ("RSS Master") directly owns the reported securities. RSS Master is a limited liability company that is wholly-owned by the Robert Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Robert Sands Master Trust.
- [F4]These shares are held in a trust for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of this trust. 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]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.
- [F6]Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
- [F7]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 0001245564
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 7:30 AM ET
- Size
- 17.1 KB