Sec Form 3/A Filing - ONeill Daniel J @ MOLSON COORS BREWING CO - 2005-02-09

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FORM 3/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
ONeill Daniel J
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
V.Chair; Synergies&Integration
(Last) (First) (Middle)
C/O MOLSON COORS BREWING COMPANY, 311 10TH STREET, NH311
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2005
(Street)
GOLDEN, CO80401-0030
4. If Amendment, Date Original Filed (MM/DD/YY)
02/22/2005
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
Employee Stock Option (right to buy) $ 68.18 ( 1 ) 03/16/2014 Class B Common Stock 144,000 D
Employee Stock Option (right to buy) $ 68.24 ( 2 ) 03/12/2012 Class B Common Stock 144,000 D
Class B exchangeable shares of Molson Coors Canada Inc. ( 4 ) 02/09/2005 ( 3 ) Class B Common Stock 578,812 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONeill Daniel J
C/O MOLSON COORS BREWING COMPANY
311 10TH STREET, NH311
GOLDEN, CO80401-0030
X V.Chair; Synergies&Integration
Signatures
Annita Mennogan as agent for Daniel J. O'Neill 03/08/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )33 1/3 % of the options will vest and be exerciseable at March 17, 2007 and until the expiry date of such grant, as long as Mr. O'Neill remains actively employed by the Issuer. Second tranche of 33 1/3 % will vest and be exerciseable provided that for 20 consecutive days between March 17, 2004 and March 16, 2009, the Class 'A' N-V shares shall have traded at a price equal to or superior to 150% of the exercise price. Third tranche of 33 1/3% will vest and be exerciseable provided that for 20 consecutive days between March 17, 2004 and March 16, 2009, the Class 'A' N-V shares shall have traded at a price equal to or superior to 200% of the exercise price. If the conditions above are attained, options will vest and be exerciseable as per above description and until the expiry date of such grant, as long as Mr. O'Neill remains actively employed by the Issuer. For each of the above conditions that are not attained at March 16, 2009, the respective options will be cancelled.
( 2 )Options will vest and be exerciseable if trade price of Class 'A' N-V shares prior to March 12, 2007 and for a period of 20 consecutive trading days reached at least twice the grant price. If condition above is attained, the total of his options will vest and be exerciseable until the expiry date of such grant, as long as Mr. O'Neill remains actively employed by the Issuer. If the condition is not attained at March 12, 2007, the total options will be cancelled at that date.
( 3 )The Class B exchangeable shares are redeemable by a subsidiary of Molson Coors Brewing Company at any time after February 9, 2045 for Molson Coors Brewing Company Class B Common Stock or, for non-affiliates only, the equivalent value in cash.
( 4 )The shares are convertible on a 1-for-1 basis.
( 5 )This amendment is being filed to reflect an additional 726 Class B exchangeable shares of Molson Coors Canada Inc. delivered in exchange for shares of Molson Inc. automatically purchased on behalf of the Reporting Person through the Molson Employee Stock Purchase Plan in January 2005.

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