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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 95.09 | 01/01/2011 | A | 5,000 | (1) | 12/31/2020 | Class A Common | 5,000 | $ 95.09 | 0 | D | ||||
| Restricted Stock Purchase | $ 37.28 | 01/01/2011 | M | 93 | (2) | (2) | Class A Common | 469 | $ 37.28 | 376 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lance Thomas W C/O THE BOSTON BEER COMPANY, INC. ONE DESIGN CENTER PLACE, SUITE 850 BOSTON, MA 02210 |
VP Operations | |||
| Thomas W. Lance | 01/04/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reporting Person's right to exercise this option is contingent upon the Company's 2011 performance against two benchmarks, which performance will be determined by the Compensation Committee of the Company's Board of Directors on or before March 1, 2012. The number of shares as to which the option may become exercisable in any year is as follows: (a) 2,500 shares will be eligible to vest if the benchmark for wholesaler participation in the Company's "Freshest Beer Program" is met, (b) 1,250 shares will be eligible to vest if the benchmark for depletions is met or exceeded by at least at least 4% and (c) an additional 1,250 shares will be eligible to vest if the benchmark for depletions is equal to or exceeds 8.8%. Unvested shall lapse. Option shall become exercisable as to a maximum of 1,000 shares on 3/1/2012 and 1,000 shares on each of 1/1/2013, 1/1/2014, 1/1/2015 and 1/1/2016, so long as the Reporting Person continues to be employed by the Company on the applicable vesting date |
| (2) | Restricted Stock Purchase pursuant to the Investment Share Program under the issuer's Employee Equity Incentive Plan shares vest at the rate of 20% each year over 5 years from the date of purchase. |