| 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*
(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) 03/11/2014 | ||||||||||||||||||||||||||
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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 | 03/11/2014 | M | 4,000 | A | $0 | 4,000 | D | |||
| Class A Common | 03/11/2014 | S | 2,100 | D | $238.99(1) | 1,900 | D | |||
| Class A Common | 03/11/2014 | S | 900 | D | $239.52(2) | 1,000 | D | |||
| Class A Common | 03/11/2014 | S | 1,000 | D | $244.27(3) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $86.78 | 03/11/2014 | D | 13,000 | 03/11/2014(4) | 03/10/2021 | Class A Common | 40,000 | $0.00 | 27,000(4) | D | ||||
| Explanation of Responses: |
| 1. The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 2,100 shares is from $238.40 to $239.23. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant. |
| 2. The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 900 shares is from $239.50 to $239.55. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant. |
| 3. The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 1,000 shares is from $244.04 to $244.50. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant. |
| 4. The Reporting Person had 13,000 shares vest on 3/11/2014. Provided the Reporting Person is employed by the Company as a full-time employee at the time of vesting, 13,000 shares will vest on 3/11/2015 and 14,000 shares will vest on 3/11/2016. |
| Remarks: |
| Kathleen H. Wade under POA for the benefit of Robert P. Pagano | 03/12/2014 | |
| ** 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. | ||
LIMITED POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY
I, Robert P. Pagano, of 46 Pendleton Road, Sudbury, MA 01776, hereby appoint Kathleen H. Wade of The Boston Beer Company, Inc. (the “Company”), One Design Center Place, Boston, MA 02210 and Helen F. Bornemann also of the Company, or each of them acting singly and with full power of substitution, my true and lawful attorneys in fact (collectively and individually referred to herein as my “Attorney”) for me and in my name to execute and file with the Securities and Exchange Commission on my behalf and at my instruction, Forms 3, 4 and 5 relating to transactions by me in the stock of the Company and affirm that which my Attorney shall lawfully do or cause to be done by virtue of the powers herein conferred.
THIS Power of Attorney shall remain in full force and effect for so long as I have not expressly in writing to my Attorney withdrawn the powers herein conferred.
THIS Power of Attorney shall not be affected by my subsequent disability or incapacity.
EXECUTED as a sealed instrument this tenth day of February, 2011.
| /s/Robert P. Pagano | |
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Robert P. Pagano
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COMMONWEALTH OF MASSACHUSETTS )
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) ss.
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COUNTY SUFFOLK
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)
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February 10, 2011
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Then personally appeared the above-named Robert P. Pagano and acknowledged the foregoing instrument to be his free act and deed, before me,
| /s/Kimberly D. Fernald | ||
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Notary Public: Kimberly D. Fernald
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My Commission Expires:
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12-30-16 | |