Form 4 for STZ Constellation Brands
Accepted 2022-11-14 00:00:00 ET · period of report 2022-11-10 · accession 0000899243-22-035638 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-11-14 | 2022-11-10 | STZ | SANDS RICHARD | Dir, 10% | A - Grant | — | +22.78M | 187.2K | New | — |
| DMI | 2022-11-14 | 2022-11-10 | STZ | SANDS RICHARD | Dir, 10% | D - Sale to Iss | — | -22.78M | 0 | -100% | — |
| DM | 2022-11-14 | 2022-11-10 | STZ | SANDS RICHARD | Dir, 10% | A - Grant | $0.00 | +813 | 487 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-11-10 | A | A | 22,746,786 | — | 28,047,296 | I By RRA&Z Holdings LLC | — | — | (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. |
| 2 | Common | Class A Common Stock | 2022-11-10 | A | A | 37,350 | — | 187,226 | I By RES Master LLC | — | — | (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. (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. |
| 3 | Derivative | Class B (convertible) Common Stock | 2022-11-10 | D | D | 37,350 | — | 0 | I | — · — to — | 37,350 Class A Common Stock | (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. |
| 4 | Derivative | Class B (convertible) Common Stock | 2022-11-10 | D | D | 22,746,786 | — | 0 | I | — · — to — | 22,746,786 Class A Common Stock | (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. |
| 5 | Derivative | Restricted Stock Units | 2022-11-10 | A | A | 326 | $0.00 | 326 | D By RRA&Z Holdings LLC | — · 2023-07-10 to — | 326 Class A Common Stock | (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. (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. |
| 6 | Derivative | Non-Qualified Stock Option (right to buy) | 2022-11-10 | A | A | 487 | $0.00 | 487 | D By RES Master LLC | $244.03 · 2023-05-10 to 2032-11-10 | 487 Class A Common Stock | (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. |