Statement of Changes in Beneficial Ownership (4)
March 02 2020 - 4:32PM
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOCH C JAMES |
2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC
[
SAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman |
(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common | 3/2/2020 | | S | | 111.00 | D | $359.00 | 69134.00 | I | By Foundation managed by Reporting Person |
Class A Common | 3/2/2020 | | S | | 3889.00 (1) | D | $361.04 | 65245.00 | I | By Foundation managed by Reporting Person |
Class A Common | | | | | | | | 63351.00 (2) | D | |
Class A Common | | | | | | | | 44248.00 | I | By LLC managed by spouse |
Class A Common | | | | | | | | 23486.00 | I | Custodian for children under UGTMA |
Class A Common | | | | | | | | 5000.00 | I | By Trust as Trustee |
Class A Common | | | | | | | | 3656.00 | I | By spouse as custodian for children under UGTMA |
Class A Common | | | | | | | | 2532.00 | I | By spouse in trust for children |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 Options (Right to Buy) | $169.85 | 3/1/2020 | | A | | 915.00 | | 3/1/2020 (3) | 12/31/2026 | Class A Common | 915.00 | $0.00 | 915.00 | D | |
Stock Option (Right to Buy) | $191.10 | 3/1/2020 | | A | | 503.00 | | 3/1/2020 (4) | 12/31/2027 | Class A Common | 503.00 | $0.00 | 503.00 | D | |
Explanation of Responses: |
(1) | The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 3889 shares is from $361.00 to $361.50. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant. |
(2) | The shares reported include 343 shares of restricted stock subject to vesting conditions. |
(3) | The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on January 1, 2017. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on depletions growth in Fiscal Year 2019 over Fiscal Year 2016. The determination that the performance criteria was achieved was made by the Compensation Committee in February 2020. A total of 915 option shares vested on the transaction date. |
(4) | The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on January 1, 2018. 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 that the performance criteria was achieved was made by the Compensation Committee in February 2020. A total of 503 option shares vested on the transaction date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KOCH C JAMES C/O THE BOSTON BEER COMPANY ONE DESIGN CENTER PLACE, SUITE 850 BOSTON, MA 02210 | X | X | Chairman |
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Signatures
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Michael G. Andrews under POA for the benefit of Koch C. James | | 3/2/2020 |
**Signature of Reporting Person | Date |
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