President and CEO Spillane Michael was granted 4,103 units of Class A Common, increasing direct ownership by 62% to 10,673 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) 03/01/2025 | ||||||||||||||||||||||||||
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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 | 03/01/2025 | A(1) | 4,103 | A | $0.00 | 10,673(2) | D | |||
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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 | ||||||||
| March 1, 2025 Performance-Based Stock Option(3) | $243.77 | 03/01/2025 | A | 26,825 | 03/01/2028 | 02/28/2035 | Class A Common | 26,825 | $0.00 | 26,825 | D | ||||
| March 1, 2025 Time-Based Stock Option(4) | $243.77 | 03/01/2025 | A | 27,369 | 03/01/2026 | 02/28/2035 | Class A Common | 27,369 | $0.00 | 27,369 | D | ||||
| Explanation of Responses: |
| 1. Represents grants of Performance-Based Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The details of this grants was disclosed in a Current Report on Form 8-K filed by the Issuer on February 11, 2025. |
| 2. The shares comprise of 10,673 shares of restricted stock subject to vesting conditions. |
| 3. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2025. The extent to which the options become exercisable is dependent upon the Company achieving certain performance criteria, as outlined in a Current Report on Form 8-K filed by the Issuer on February 11, 2025. |
| 4. The Time-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2025. The options will vest 25% annually on March 1 in the years 2026 to 2029 contingent on the reporting person's continued employment with the Issuer on the on the applicable vesting dates, and subject to accelerated vesting in certain situations. |
| Remarks: |
| Michael G. Andrews under POA for Michael Spillane | 03/04/2025 | |
| ** 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. | ||