SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KOCH C JAMES

(Last) (First) (Middle)
C/O THE BOSTON BEER COMPANY
ONE DESIGN CENTER PLACE, SUITE 850

(Street)
BOSTON MA 02210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC [ SAM ]
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
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/02/2020 S 111 D $359 69,134 I By Foundation managed by Reporting Person
Class A Common 03/02/2020 S 3,889(1) D $361.04 65,245 I By Foundation managed by Reporting Person
Class A Common 63,351(2) D
Class A Common 44,248 I By LLC managed by spouse
Class A Common 23,486 I Custodian for children under UGTMA
Class A Common 5,000 I By Trust as Trustee
Class A Common 3,656 I By spouse as custodian for children under UGTMA
Class A Common 2,532 I By spouse in trust for children
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 03/01/2020 A 915 03/01/2020(3) 12/31/2026 Class A Common 915 $0.00 915 D
Stock Option (Right to Buy) $191.1 03/01/2020 A 503 03/01/2020(4) 12/31/2027 Class A Common 503 $0.00 503 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.
Remarks:
Michael G. Andrews under POA for the benefit of Koch C. James 03/02/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.