Sec Form 4 Filing - WALKER SAMUEL D @ MOLSON COORS BREWING CO - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
WALKER SAMUEL D
2. Issuer Name and Ticker or Trading Symbol
MOLSON COORS BREWING CO [ TAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
GloblChiefLegal/PeopleOfficr
(Last) (First) (Middle)
1225 17TH STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 B Common Stock 02/18/2014 M 20,000 A $ 34.57 80,896 D
Class B Common Stock 02/18/2014 M 20,000 A $ 42.02 100,896 D
Class B Common Stock 02/18/2014 M 20,000 A $ 43.13 120,896 D
Class B Common Stock 02/18/2014 S( 1 ) 60,000 D $ 55.0149 ( 2 ) 60,896 D
Class B Common Stock 02/18/2014 M 42,314 A $ 45.79 103,210 D
Class B Common Stock 02/18/2014 F( 3 ) 37,494 D $ 55 65,716 D
Class B Common Stock 02/18/2014 S( 1 ) 4,820 D $ 55 60,896 D
Class B C ommon Stock 02/18/2014 S( 1 ) 12,000 D $ 54.63 48,896 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 34.57 ( 4 ) 02/18/2014 M 20,000 ( 5 ) 03/16/2016 Class B Common Stock 20,000 $ 0 30,000 D
Employee Stock Option (Right to Buy) $ 42.02 02/18/2014 M 20,000 ( 5 ) 05/14/2019 Class B Common Stock 20,000 $ 0 18,760 D
Employee Stock Option (Right to Buy) $ 43.13 02/18/2014 M 20,000 ( 5 ) 03/15/2020 Class B Common Stock 20,000 $ 0 16,698 D
Stock Appreciation Right $ 45.79 ( 4 ) 02/18/2014 M( 6 ) 42,314 ( 7 ) 05/18/2017 Class B Common Stock 42,314 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALKER SAMUEL D
1225 17TH STREET
SUITE 3200
DENVER, CO80202
GloblChiefLegal/PeopleOfficr
Signatures
Kathleen M. Kirchner, by Power of Attorney 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan previously adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
( 2 )The price reported represents the weighted average sales price of Class B common stock sold in multiple transactions at prices ranging from $54.75 to $55.26. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 3 )Represents (a) a deemed sale of 35,229 shares of Class B common stock to the issuer to cover the exercise price of the 42,314 stock only stock appreciation rights (SOSARS) and (b) 2,265 shares of Class B common stock withheld in lieu of cash payment for applicable taxes in connection with the exercise of the SOSARS.
( 4 )As adjusted to give effect to the 2-for-1 stock split that occurred on October 3, 2007.
( 5 )This option vested in full on the third anniversary of the grant date.
( 6 )The exercise of the SOSARS results in the expiration of the tandem employee stock options.
( 7 )The SOSARS vested in full on the third anniversary of the grant date.

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