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*
Troupe Quincy B

(Last) (First) (Middle)
C/O THE BOSTON BEER COMPANY
1 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Supply Chain
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2022
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 03/03/2022 M 1,059 A $191.1 5,743(1) D
Class A Common 03/03/2022 M 4,484 A $192.26 10,227(1) D
Class A Common 03/03/2022 S(2) 3,839 D $393.71 6,388(1) D
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
1-1-18 Stock Option $191.1 03/03/2022 M 1,059 03/01/2020(3) 12/31/2027 Class A Common 2,116 $191.1 0.00 D
2-23-2016 Stock Option $192.26 03/03/2022 M 5,543 02/23/2026(4) 02/28/2029 Class A Common 22,418 $192.26 4,484 D
Explanation of Responses:
1. The shares reported include 2,765 shares of restricted stock subject to vesting conditions.
2. On the Transaction Date, the Reporting Person exercised option shares and sold a certain number of those exercised shares to cover the tax liability flowing from those exercises, and held the remaining shares.
3. The Performance-Based Stock Option was granted pursuant to the Issuer's Restated Employee Equity Incentive Plan ("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 these options vested was made by the Compensation Committee in February 2020. Thereafter, the options become exercisable in three equal installments on March 1, 2020; January 1, 2021; and January 1, 2022.
4. The Service-Based Stock Option was granted pursuant to the Issuer's EEIP on February 23, 2016. The option is scheduled to vest in five equal installments on February 23 in each of the years 2019-2023, provided that the Reporting Person remains employed by the Company on the applicable vesting dates.
Remarks:
Michael G. Andrews under POA for the benefit of Quincy B. Troupe 03/04/2022
** 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).
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