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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
CHESS Depositary Interests | (2) | (2) | (2) | Class A Common Stock | 29,122 | 291,220 | I | by Spouse (3) | |||||||
CHESS Depositary Interests | (2) | (2) | (2) | Class A Common Stock | 19,550 | 195,500 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $ 11.7 | 08/04/2005 | M | 50,000 | (4) | 04/08/2013 | Class A Common Stock | 50,000 | $ 0 | 100,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 11.7 | (5) | 04/08/2013 | Class A Common Stock | 200,000 | 200,000 | D | ||||||||
Incentive Stock Option (Right to Buy) | $ 15.25 | (6) | 06/26/2013 | Class A Common Stock | 31,212 | 31,212 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $ 16.63 | (5) | 04/06/2014 | Class A Common Stock | 101,400 | 101,400 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $ 23.02 | (7) | 12/23/2014 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $ 27.235 | 04/07/2009(8) | 04/07/2015 | Class A Common Stock | 64,800 | 64,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MILLAR STEPHEN BRIAN C/O CONSTELLATION BRANDS, INC. 370 WOODCLIFF DRIVE, SUITE 300 FAIRPORT, NY 14450 |
CEO, Constellation Wines |
Stephen B. Millar | 08/08/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes shares of Class A Common Stock acquired in July 2005 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan. |
(2) | The Constellation CHESS Depositary Interests ('CDIs') are issued by CHESS Depositary Nominees Pty Limited and are traded on the Australian Stock Exchange ('ASX') under the symbol 'CBR'. The ratio of CDIs to Class A Common Stock is 10 CDIs for each share of Class A Comon Stock. |
(3) | 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. |
(4) | 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 8, 2006. |
(5) | 100% of this option has become exercisable. |
(6) | 40% of this option has become exercisable and the remaining 60% will become exercisable in three equal annual installments, beginning on June 26, 2006. |
(7) | This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days. |
(8) | This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days. |