Sec Form 4 Filing - 4280661 Canada Inc. @ MOLSON COORS BREWING CO - 2007-11-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
4280661 Canada Inc.
2. Issuer Name and Ticker or Trading Symbol
MOLSON COORS BREWING CO [ TAP.A TAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
335 8TH AVENUE S.W., SUITE
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2007
(Street)
CALGARY, A0T2P 1C9
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
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 B exchangeable shares of Molson Coors Canada Inc. ( 1 ) 11/16/2007 J( 2 ) 1,238,822 ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class B Common Stock 1,238,822 ( 3 ) $ 51.59 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
4280661 Canada Inc.
335 8TH AVENUE S.W., SUITE
CALGARY, A0T2P 1C9
X
Signatures
/s/ Pierre Deschamps, Secretary 11/19/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exchangeable on a 1-for-1 basis for shares of the corresponding class of Molson Coors Brewing Company ("Molson Coors") common stock.
( 2 )Represents the sale of 792,846 exchangeable shares to 4198832 Canada Inc. ("4198832"), a wholly owned subsidiary of Lincolnshire Holdings Limited ("Lincolnshire") and 445,976 exchangeable shares to Nooya Investments Inc. ("Nooya"). 4280661 Canada Inc. is a wholly owned subsidiary of Pentland Securities (1981) Inc., which is owned by Nooya and Lincolnshire.
( 3 )The share numbers reflect a 2-for-1 split of the Class B exchangeable shares of Molson Coors Canada Inc. and the Class B Common Stock of Molson Coors on October 3, 2007.
( 4 )These shares are exchangeable at any time.
( 5 )No expiration date, but redeemable by a subsidiary of Molson Coors at any time after February 9, 2045 for the corresponding class of Molson Coors common stock.
( 6 )The consideration for the shares consisted of (i) unsecured promissory notes and (ii) redeemable, retractable, non-voting preferred shares in 4198832 and Nooya. The purchase price was denominated in Canadian dollars ("Cdn. $") and is reported in U.S. dollars ("U.S. $") based on the noon buying rate on November 15, 2007, in New York City for Canadian dollars, as reported by the Federal Reserve Bank of New York, of Cdn. $0.9804 = U.S. $1.00.

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.