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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
The Boston Beer Company, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
100557107
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to 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.
SEC 1745 (6-00)
13G CUSIP NO. 100557107
- -------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. C. James Koch
###-##-####
- -------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------- ---------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 5,008,471
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
0
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
5,008,471
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,371,578
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
- -------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
43.87%
- -------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7 pages
HWD2 974069v1
Item 1 (a). Name of Issuer: The Boston Beer Company, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
75 Arlington Street
Boston, MA 02116
Item 2 (a). Name of Person Filing: C. James Koch
Item 2 (b). Address of Principal Business Office or, if none, Residence:
75 Arlington Street
Boston, MA 02116
Item 2 (c). Citizenship: U.S.A.
Item 2 (d). Title of Class of Securities: Class A Common Stock
Item 2 (e). CUSIP Number: 100557107
Item 3. If this Statement is filed pursuant to Rule
13d-1(b), or 13d-2(b) or (c), check whether the person filing
is a:
Not applicable.
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
As of December 31, 2001, Mr. Koch owned directly 870,608
shares of the Issuer's Class A Common Stock and had the right
to acquire directly (i) 4,107,355 shares of the Issuer's Class
A Common Stock upon the conversion of an equal number of
shares of the Issuer's Class B Common Stock held by Mr. Koch,
(ii) 27,927 shares of the Issuer's Class A Common Stock upon
the exercise of stock options which were vested as of December
31, 2001 or which would vest within 60 days thereof and (iii)
2,581 shares of the Issuer's Class A Common Stock upon the
vesting of certain restricted stock grants within 60 days of
December 31, 2001.
In addition, Mr. Koch may be deemed to beneficially own 1,472
shares of the Issuer's Class A Common Stock owned by his
spouse, 332,835 shares of the Issuer's Class A Common Stock
held by a trust in which his children have a pecuniary
interest, and 28,800 of the Issuer's Class A Common Stock held
by Mr. Koch as custodian for the benefit of Mr. Koch's
children.
(b) Percent of Class:
Mr. Koch beneficially owns 40.90% of the Issuer's Class A
Common Stock. In addition, Mr. Koch could be deemed to be a
beneficial owner, for purposes of this Schedule 13G, of an
additional 363,107 shares of Class A Common Stock of the
issuer as described in Item 4(a) above. Beneficial ownership
of such shares would constitute beneficial ownership of an
additional 2.97% of the Issuer's Class A Common Stock.
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 5,008,471 shares
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 5,008,471 shares
(iv) shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct and that by signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired.
.
Dated: February , 2002.
/s/C. James Koch
C.James Koch
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)