Director Fisher Cynthia A was granted 271 units of Class A Common, increasing direct ownership by 12% to 2,481 units (SEC Form 4)
$SAM
Beverages (Production/Distribution)
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC [ SAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/14/2025 | A(1) | 271 | A | $0.00 | 2,481(2) | D | |||
| Class A Common | 122,923 | I | By Foundation managed by Reporting Person | |||||||
| Class A Common | 33,248 | I | By LLC managed by Reporting Person(3) | |||||||
| Class A Common | 23,486 | I | By spouse as custodian for children under UGTMA(4) | |||||||
| Class A Common | 20,537 | I | By LLC managed by Reporting Person | |||||||
| Class A Common | 3,656 | I | By adult children. Reporting Person disclaims beneficial ownership | |||||||
| Class A Common | 2,532 | I | As trustee in trust for children | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| May 14, 2025 Stock Option | $240.26 | 05/14/2025 | A(5) | 546 | 05/14/2025 | 05/13/2035 | Class A Common | 546 | $0.00 | 546 | D | ||||
| Explanation of Responses: |
| 1. On May 14, 2025, the Issuer granted 271 RSUs to the Reporting Person under the Issuer's Equity Plan for Non-Employee Directors. The shares will vest in full on May 13, 2026, provided that the non-employee Director remains a member of the Board of Directors as of that date. |
| 2. The shares reported include 271 shares of restricted stock subject to vesting conditions. |
| 3. The shares are held by a limited liability company managed by the Reporting Person. The Reporting Person expressly disclaims beneficial ownership of the securities except to the extent of her pecuniary interest therein. |
| 4. The shares are held by an LLC managed by the Reporting Person and owned by Trusts established for the benefit of the Reporting Person's children and the Reporting Person's spouse's children. The Reporting Person is the Trustee or Co-Trustee for each Trust. |
| 5. On May 14, 2025, the Issuer granted 546 option shares to the Reporting Person under the Issuer's Equity Plan for Non-Employee Directors. The option shares are immediately exercisable, subject to the Company's Director Stock Ownership and Retention Guidelines. |
| Remarks: |
| Michael G. Andrews under POA for the benefit of Cynthia A. Fisher | 05/15/2025 | |
| ** 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. | ||