Sec Form 4 Filing - Schmaderer Charles J. @ AMCON DISTRIBUTING CO - 2019-10-20

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 Schmaderer Charles J. 2. Issuer Name and Ticker or Trading Symbol AMCON DISTRIBUTING CO [ DIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP,Controller,Secretary (Last) (First) (Middle) C/O AMCON DISTRIBUTING COMPANY, 7405 IRVINGTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2019 (Street) OMAHA, NE68122 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 Common Stock, par value $.01 per share 10/20/2019 M 50 A 50 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 Restricted Stock Units ( 1 ) 10/20/2019 M 50 ( 1 ) ( 1 ) Common Stock 50 ( 1 ) $ 0 50 ( 1 ) D Restricted Stock Units ( 2 ) 10/22/2019 A 500 ( 2 ) ( 2 ) Common Stock 500 ( 2 ) $ 0 500 ( 2 ) D Stock Option (Right to Buy) $ 51.5 ( 3 ) 04/27/2020 Common Stock 500 500 D Stock Option (Right to Buy) $ 53.8 ( 4 ) 10/25/2021 Common Stock 500 500 D Stock Option (Right to Buy) $ 62.33 ( 5 ) 10/23/2022 Common Stock 500 500 D Stock Option (Right to Buy) $ 81.03 ( 6 ) 01/27/2025 Common Stock 500 500 D Stock Option (Right to Buy) $ 91.65 ( 7 ) 10/25/2026 Common Stock 500 500 D Stock Option (Right to Buy) $ 90.5 ( 8 ) 10/24/2027 Common Stock 500 500 D Stock Option (Right to Buy) $ 84 ( 9 ) 10/23/2028 Common Stock 500 500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schmaderer Charles J. C/O AMCON DISTRIBUTING COMPANY 7405 IRVINGTON ROAD OMAHA, NE68122 VP,Controller,Secretary Signatures Charles J Schmaderer 10/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to 50 shares on each of October 20, 2019 and October 20, 2020. On the October 20, 2019 vesting date RSUs were settled for 50 shares of common stock. ( 2 )Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the total original 500 RSU award on October 22, 2020, October 22, 2021, and October 22, 2022. ( 3 )This option vests in five equal annual installments of 100 shares on each of April 27, 2011, April 27, 2012, April 27, 2013, April 27, 2014 and April 27, 2015. ( 4 )This option vests in five equal annual installments of 100 shares on each of October 25, 2012, October 25, 2013, October 25, 2014, October 25, 2015 and October 25, 2016. ( 5 )This option vests in five equal annual installments of 100 shares on each of October 23, 2013, October 23, 2014. October 23, 2015, October 23, 2016 and October 23, 2017. ( 6 )This option vests in five equal annual installments of 100 shares on each of January 27, 2016, January 27, 2017, January 27, 2018, January 27, 2019 and January 27, 2020. ( 7 )This option vests in five equal annual installments of 100 shares on each of October 25, 2017, October 25, 2018, October 25, 2019, October 25, 2020 and October 25, 2021. ( 8 )This option vests in five equal annual installments of 100 shares on each of October 24, 2018, October 24, 2019. October 24, 2020, October 24, 2021 and October 24, 2022. ( 9 )This option vests in five equal annual installments of 100 shares on each of October 23, 2019, October 23, 2020. October 23, 2021, October 23, 2022 and October 23, 2023.

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).

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