Sec Form 4 Filing - SWINBURN PETER S @ MOLSON COORS BREWING CO - 2014-03-04

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
SWINBURN PETER S
2. Issuer Name and Ticker or Trading Symbol
MOLSON COORS BREWING CO [ TAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
1225 17TH STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2014
(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 03/04/2014 A( 1 ) 13,496 A $ 0 210,271 D
Class B Common Stock 03/04/2014 F( 2 ) 17,262 D $ 56.92 193,009 D
Class B Common Stock 03/05/2014 M 5,700 A $ 42.02 198,709 D
Class B Common Stock 03/05/2014 S( 3 ) 5,700 D $ 57.42 193,009 D
Class B Common Stock 03/06/2014 M 45,220 A $ 42.02 238,229 D
Class B Common Stock 03/06/2014 S( 3 ) 45,220 D $ 58.0606 ( 4 ) 193,009 D
Class B Common Stock 03/06/2014 M 11,961 A $ 43.13 204,970 D
Class B Common Stock 03/06/2014 S( 3 ) 11,961 D $ 58.1531 ( 5 ) 193,009 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) $ 42.02 03/05/2014 M 5,700 ( 6 ) 05/14/2019 Class B Common Stock 5,700 $ 0 45,220 D
Employee Stock Option (Right to Buy) $ 42.02 03/06/2014 M 45,220 ( 6 ) 05/14/2019 Class B Common Stock 45,220 $ 0 0 D
Employee Stock Option (Right to Buy) $ 43.13 03/06/2014 M 11,961 ( 7 ) 03/15/2020 Class B Common Stock 11,961 $ 0 129,324 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SWINBURN PETER S
1225 17TH STREET
SUITE 3200
DENVER, CO80202
X President & CEO
Signatures
Kathleen M. Kirchner, by Power of Attorney 03/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class B common stock issued to the reporting person in exchange for performance units (PUs) granted on 3/4/11 under the Molson Coors Brewing Company Incentive Compensation Plan. The PUs vested in accordance with their terms upon the achievement of certain specified performance goals applicable to such PUs.
( 2 )Represents shares of Class B common stock withheld in lieu of cash payment for applicable taxes, including (1) 6,287 shares withheld in connection with the vesting of PUs issued to the reporting person on 3/4/11 as reported in this Form 4; (2) 5,859 shares withheld in connection with the vesting of previously reported Restricted Stock Units (RSUs) issued to the reporting person on 3/4/11; and (3) 5,116 shares withheld in connection with the vesting of previously reported RSUs issued to the reporting person on 3/4/13.
( 3 )The option exercises and sales 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.
( 4 )The price reported represents the weighted average sales price of Class B common stock sold in multiple transactions at prices ranging from $57.82 to $58.16. 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.
( 5 )The price reported represents the weighted average sales price of Class B common stock sold in multiple transactions at prices ranging from $58.13 to $58.16. 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.
( 6 )The option was granted on May 14, 2009 and vested in equal annual installments over a three year period.
( 7 )The option was granted on March 15, 2010 and vested in equal annual installments over a three year period.

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.