Statement of Changes in Beneficial Ownership (4)
July 29 2019 - 4:27PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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Calagione Samuel A. III
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Founder & Brewer, Dogfish Head
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(Last)
(First)
(Middle)
C/O THE BOSTON BEER COMPANY, 1 DESIGN CENTER PLACE, SUITE 850
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/29/2019
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(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
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7/29/2019
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A
(1)
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129.00
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A
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$0.00
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27165.00
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I
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By Trust for the Reporting Person's minor son
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Class A Common
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7/29/2019
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A
(1)
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129.00
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A
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$0.00
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27165.00
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I
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By Trust for the Reporting Person's minor daughter
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Class A Common
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7/29/2019
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A
(1)
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556.00
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A
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$0.00
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116706.00
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I
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By Dynasty Trust
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Class A Common
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7/29/2019
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A
(1)
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778.00
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A
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$0.00
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138305.00
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I
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By Family Trust
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Class A Common
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7/29/2019
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A
(1)
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604.00
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A
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$0.00
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94951.00
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I
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By Dogfish East of the Mississippi, LP
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Class A Common
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25000.00
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I
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By The Beer & Benevolence Foundation
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On May 8, 2019, the Issuer entered into certain agreements to acquire all of the equity interests held by certain private entities in Dogfish Head Brewery (the "Former DFH Equityholders"). On July 3, 2019, the Issuer issued shares of restricted Class A Common Stock to the Former DFH Equityholders in connection with the closing of the transaction. On July 29, 2019, the Issuer issued additional restricted shares to the Former DFH Equityholders pursuant to the agreements, after taking into account a post-closing cash-related adjustment.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Calagione Samuel A. III
C/O THE BOSTON BEER COMPANY
1 DESIGN CENTER PLACE, SUITE 850
BOSTON, MA 02210
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Founder & Brewer, Dogfish Head
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Signatures
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Michael G. Andrews under POA for the benefit of Samuel A. Calagione, III
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7/29/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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