Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 4:02PM
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
*
Geist John C |
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) Chief Sales Officer |
(Last)
(First)
(Middle)
C/O THE BOSTON BEER COMPANY, INC., ONE DESIGN CENTER PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
(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 | 3/1/2021 | | A | | 274.00 (1) | A | $0.00 | 4840.00 (2) | D | |
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 |
Performance Stock Option (Right to Buy) | $312.56 | 3/1/2021 | | A | | 637.00 | | 3/1/2021 (3) | 2/28/2029 | Class A Common | 637.00 | $0.00 | 637.00 | D | |
Stock Option (Right to Buy) | $1028.71 | 3/1/2021 | | A | | 625.00 | | 3/1/2023 (4) | 2/28/2031 | Class A Common | 625.00 | $0.00 | 625.00 | D | |
Explanation of Responses: |
(1) | Represents a grant of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP") for 274 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 dates. |
(2) | The shares reported include 4,452 shares of restricted stock subject to vesting conditions. A total of 388 restricted shares vested on the Transaction Date. |
(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 2020 over Fiscal Year 2018. The determination that these options vested was made by the Compensation Committee in February 2021. |
(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 2022 over Fiscal Year 2020. The determination of the eligibility for vesting of these options will be made by the
Compensation Committee before March 1, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Geist John C C/O THE BOSTON BEER COMPANY, INC. ONE DESIGN CENTER PLACE BOSTON, MA 02210 |
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| Chief Sales Officer |
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Signatures
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Michael G. Andrews under POA for the benefit of John C. Geist | | 3/2/2021 |
**Signature of Reporting Person | Date |
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