Statement of Changes in Beneficial Ownership (4)
March 02 2020 - 4:22PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Smalla Frank H. |
2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC
[
SAM
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O THE BOSTON BEER COMPANY, ONE DESIGN CENTER PLACE, SUITE 850 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2020 |
(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class A Common | 3/1/2020 | | A | | 8812.00 (1) | A | $0.00 | 15651.00 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $191.10 | 3/1/2020 | | A | | 1007.00 | | 3/1/2020 (3) | 12/31/2027 | Class A Common | 1007.00 | $0.00 | 1007.00 | D | |
Stock Option (Right to Buy) | $370.79 | 3/1/2020 | | A | | 1883.00 | | 3/1/2022 (4) | 2/28/2030 | Class A Common | 1883.00 | $0.00 | 1883.00 | D | |
Explanation of Responses: |
(1) | Represents two grants of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The first grant is for 722 shares, which will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer on the applicable vesting date. The second grant is for 8,090 shares, which will vest in three equal installments on March 1 in 2024-2026, provided that the Reporting Person remains employed by the Issuer on the applicable vesting date. |
(2) | The shares reported include 10,498 shares of restricted stock subject to vesting conditions. |
(3) | The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2019 over Fiscal Year 2017. The determination of the eligibility for vesting of these options was made by the Compensation Committee before March 1, 2020. |
(4) | The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP. The extent to which the options may become exercisable will be dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2021 over Fiscal Year 2019. The determination of the eligibility for vesting of these options will be made by the Compensation Committee before March 1, 2022. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smalla Frank H. C/O THE BOSTON BEER COMPANY ONE DESIGN CENTER PLACE, SUITE 850 BOSTON, MA 02210 |
|
| Chief Financial Officer |
|
Signatures
|
Michael G. Andrews under POA for the benefit of Frank H. Smalla | | 3/2/2020 |
**Signature of Reporting Person | Date |
Boston Beer (NYSE:SAM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Boston Beer (NYSE:SAM)
Historical Stock Chart
From Sep 2023 to Sep 2024