Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 04:02PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 * Grinnell David
L. |
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)
Vice President of Brewing |
(Last)
(First)
(Middle)
C/O THE BOSTON BEER COMPANY, INC., ONE DESIGN CENTER PLACE,
SUITE 850 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2021
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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 |
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 |
3/1/2021 |
|
A |
|
156.00 (1) |
A |
$0.00 |
1751.00 (2) |
D |
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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) |
$1028.71 |
3/1/2021 |
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A |
|
355.00 |
|
3/1/2023 (3) |
2/28/2031 |
Class A Common |
355.00 |
$0.00 |
355.00 |
D |
|
Stock Option (Right to Buy) |
$312.56 |
3/1/2021 |
|
A |
|
330.00 |
|
3/1/2021 (4) |
2/28/2029 |
Class A Common |
330.00 |
$0.00 |
330.00 |
D |
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Explanation of
Responses: |
(1) |
Represents a grant of
Restricted Stock Units ("RSUs") under the Issuer's Restated
Employee Equity Incentive Plan ("EEIP"). The RSUs 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. |
(2) |
The shares reported include
1,045 shares of restricted stock subject to vesting conditions. A
total of 212 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 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. |
(4) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Grinnell David L.
C/O THE BOSTON BEER COMPANY, INC.
ONE DESIGN CENTER PLACE, SUITE 850
BOSTON, MA 02210 |
|
|
Vice President of Brewing |
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Signatures
|
Michael G. Andrews under POA for the benefit of
David L. Grinnell |
|
3/2/2021 |
**Signature of
Reporting Person |
Date |