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*
Burwick David A

(Last) (First) (Middle)
C/O THE BOSTON BEER COMPANY, INC.
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 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021
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 03/01/2021 A 6,806(1) A $0.00 50,341(2) D
Class A Common 10,457 I In a Spousal Lifetime Access Trust for the benefit of the Reporting Person's Spouse
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
Performance-Based Stock Option (Right to Buy) $312.56 03/01/2021 A 2,450 03/01/2021(3) 02/28/2029 Class A Common 2,450 $0.00 2,450 D
Stock Option (Right to Buy) $1,028.71 03/01/2021 A 4,446 03/01/2023(4) 02/28/2031 Class A Common 4,446 $0.00 4,446 D
Stock Option (Right to Buy) $1,028.71 03/01/2021 A 10,935 03/01/2024(5) 02/28/2031 Class A Common 10,935 $0.00 10,935 D
Explanation of Responses:
1. Represents two grants of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The first grant is for 1,945 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 date. The second grant is for 4,861 shares, which will vest in three equal installments on March 1 in 2024-2026, provided that the Reporting Person remains employed by the Issuer on the applicable vesting date.
2. The shares reported include 36,522 shares of restricted stock subject to vesting conditions.
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.
5. The option vests in three annual installments: the first on March 1, 2024, and the final vesting on March 1, 2026 provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates.
Remarks:
Michael G. Andrews under POA for the benefit of David A. Burwick 03/02/2021
** 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.