SEC Filing | The Boston Beer Company

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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^*

O'Boyle Carolyn L.

(Last)

(First)

(Middle)

ONE DESIGN CENTER PLACE, SUITE 850

C/O THE BOSTON BEER COMPANY

(Street)

BOSTON

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)
Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	03/01/2023		F⁽¹⁾		266	D	$323.8	2,064	D
Class A Common	03/01/2023		A⁽²⁾		850	A	$0.00	2,914⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
March 2, 2020 Stock Option	$370.79	03/01/2023		A		2,343		03/01/2022⁽⁴⁾	02/28/2030	Class A Common	7,030	$0.00	7,030	D
March 1, 2021 Stock Option	$1,028.71	03/01/2023		A		155		03/01/2023⁽⁵⁾	02/28/2031	Class A Common	467	$0.00	467	D
March 1, 2023 Stock Option	$323.8	03/01/2023		A		1,697		03/01/2025⁽⁶⁾	02/28/2033	Class A Common	1,697	$0.00	1,697	D

Explanation of Responses:

1. The Issuer "net withheld" the vesting of a percentage of shares to satisfy the tax obligations of the Reporting Person flowing from the vesting of Restricted Stock Units ("RSUs"). The Reporting Person had a total of 850 RSUs vest on March 1, 2023.

2. On March 1, 2023, the Issuer granted 850 RSUs to the Reporting Person under the Issuer's Employee Equity Incentive Plan ("EEIP"). The shares will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates, and subject to accelerated vesting in certain situations

3. The shares reported include 2,097 shares of restricted stock subject to vesting conditions.

4. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 2, 2020. 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 2021 over Fiscal Year 2019. In February 2022, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vest in three equal installments on March 1 in the years 2022-2024, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.

5. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2021. 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 2022 over Fiscal Year 2020. In February 2023, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vest in three equal installments on March 1 in the years 2023-2025, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.

6. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2023. The extent to which the options become exercisable is dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2024 over Fiscal Year 2022. The Compensation Committee will determine if the performance criteria have been achieved prior to March 1, 2025. If the performance criteria is achieved, the options vest in three equal installments on March 1 in the years 2025-2027, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.

Remarks:

	Michael G. Andrews under POA for the benefit of Carolyn L. O'Boyle	03/02/2023
	** 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 SECTION 16 REPORTING OBLIGATIONS

      The undersigned hereby constitutes and appoints each of Michael
G. Andrews, Tara L. Heath, Frank H. Smalla, and Matthew D. Murphy of
The Boston Beer Company, Inc. ("Boston Beer"), or any one of them
acting singly and with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

      1.  Execute for and on behalf of the undersigned, in the
undersigned's capacity as an Officer or both of Boston Beer, Forms 3,
4, and 5 (and any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;

      2.  Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any amendments
thereto, and timely file such form with the U.S. Securities and
Exchange Commission (the "SEC") and any securities exchange or
similar authority, including without limitation the filing of a Form
ID or any other documents necessary or appropriate to enable the
undersigned to file the Forms 3, 4, and 5 electronically with the
SEC;

      3.  Seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in Boston
Beer's securities from any third party, including brokers, employee
benefit plan administrators, and trustees, and the undersigned hereby
authorizes any such person to release any such information to each of
the undersigned's attorneys-in-fact appointed by this Limited Power
of Attorney and approves and ratifies any such release of
information; and

      4.  Take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by or for, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Limited Power of Attorney shall be in such form and shall contain
such information and disclosure as such attorney-in-fact may approve
in such attorney-in-fact's reasonable discretion.

      The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever required, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted.

      The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request and on the behalf of
the undersigned, are not assuming, nor is Boston Beer assuming, any
of the undersigned's responsibilities to comply with, or any
liability for the failure to comply with, any provision of Section 16
of the Exchange Act.

      This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4
or 5 with respect to the undersigned's holdings of and transactions
in securities issued by Boston Beer, unless earlier revoked by the
undersigned in a signed writing delivered to the relevant attorney-
in-fact. Notwithstanding the foregoing, this Limited Power of
Attorney shall be automatically revoked with respect to any of the
particular attorneys-in-fact in the event that such attorney-in-fact
is no longer employed by Boston Beer. This Limited Power of Attorney
shall not be affected by the undersigned's subsequent disability or
incapacity.

EXECUTED as a sealed instrument this 2nd day of March, 2020.


				/Carolyn L. O'Boyle/
				____________________
      				Signature
      				Carolyn L. O'Boyle, Cheif People Officer

COMMONWEALTH OF MASSACHUSETTS   )

				) ss.
COUNTY OF SUFFOLK             )	      March 2, 2020

Then personally appeared the above-named Carolyn L. O'Boyle and
acknowledged the foregoing instrument to be his/her free act and
deed, before me,

			/s/ Michael G. Andrews
			Notary Public: Michael G. Andrews
			My Commission Expires: December 11, 2020