Sec Form 4 Filing - POTTER JONATHAN N. @ BOSTON BEER CO INC - 2016-10-25

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
POTTER JONATHAN N.
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 Marketing Officer
(Last) (First) (Middle)
THE BOSTON BEER COMPANY, INC., 1 DESIGN CENTER PL., STE. 850
3. Date of Earliest Transaction (MM/DD/YY)
10/25/2016
(Street)
BOSTON, MA02210
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 A Common 10/25/2016 A( 1 ) 3,631 ( 1 ) A $ 0 3,631 ( 1 ) 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
Class A Common Stock Option $ 165.2 10/25/2016 A 35,378 10/25/2019( 2 ) 10/25/2026 Class A Common Stock 35,378 $ 0 35,378 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POTTER JONATHAN N.
THE BOSTON BEER COMPANY, INC.
1 DESIGN CENTER PL., STE. 850
BOSTON, MA02210
Chief Marketing Officer
Signatures
Michael G. Andrews under POA for the benefit of Jonathan N. Potter 10/25/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares reported comprise of 3,631 shares of restricted stock subject to vesting conditions, all of which were granted as a restricted stock award on the transaction date pursuant to the Issuer's Employee Equity Incentive Plan. The shares will vest in three installments, on October 25 in the years 2017 through 2019, provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates.
( 2 )The option will vest in five installments, on October 25 in the years 2019 through 2023, provided that the Reporting Person remains employed by the Issuer on the applicable vesting 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).

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