Sec Form 4/A Filing - Hodges Philip A. @ BOSTON BEER CO INC - 2023-05-24

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FORM 4/A
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
Hodges Philip A.
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 Supply Chain Officer
(Last) (First) (Middle)
C/O THE BOSTON BEER COMPANY, INC., ONE DESIGN CENTER PLACE, SUITE 850
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2023
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
05/25/2023
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 05/24/2023 A( 1 ) 6,049 A $ 0 7,679 ( 2 ) D
Class A Common 05/24/2023 A( 3 ) 9,073 A $ 0 16,752 ( 4 ) 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
May 24, 2023 Performance-Based Stock Option $ 330.68 05/24/2023 A( 5 ) 6,348 12/31/2026 05/23/2033 Class A Common 6,348 $ 0 6,348 D
May 24, 2023 Stock Option $ 330.68 05/24/2023 A( 6 ) 13,276 ( 7 ) 03/01/2024 05/23/2033 Class A Common 13,276 $ 0 26,715 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hodges Philip A.
C/O THE BOSTON BEER COMPANY, INC.
ONE DESIGN CENTER PLACE, SUITE 850
BOSTON, MA02210
Chief Supply Chain Officer
Signatures
Michael G. Andrews under POA for the benefit of Philip A. Hodges 06/23/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The RSUs will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer as of certain related dates, and subject to accelerated vesting in certain situations.
( 2 )The shares reported include 6,049 shares of restricted stock subject to vesting conditions.
( 3 )Represents a grant of performance-based RSUs under the EEIP. The vesting and vesting schedule of the RSUs are subject to certain performance criteria related to gross margin and employee engagement, subject accelerated vesting in certain situations.
( 4 )The shares reported include 15,122 shares of restricted stock subject to vesting conditions.
( 5 )Represents a grant of performance-based stock options under the EEIP. The vesting and vesting schedule of the options are subject to certain performance criteria related to gross margin and employee engagement, subject accelerated vesting in certain situations.
( 6 )Represents a grant of stock options under the EEIP. The options will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer as of certain related dates, and subject to accelerated vesting in certain situations.
( 7 )The original Form 4, filed on May 25, 2023 is being amended by this Form 4/A to correct an administrative error, which misreported the total number of derivative securities acquired as 13,439 shares when it should have been 13,276 shares.

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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