Sec Form 4 Filing - Burwick David A @ BOSTON BEER CO INC - 2019-03-01

Insider filing report for Changes in Beneficial Ownership
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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
Burwick David 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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O THE BOSTON BEER COMPANY, INC., ONE DESIGN CENTER PLACE, SUITE 850
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2019
(Street)
BOSTON, MA02210
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 A Common 03/01/2019 M( 1 ) 5,000 A $ 29.33 70,128 D
Class A Common 03/01/2019 S( 1 ) 2,842 D $ 310 67,286 D
Class A Common 03/01/2019 S( 1 ) 700 D $ 312.31 ( 2 ) 66,586 D
Class A Common 03/01/2019 S( 1 ) 1,058 D $ 313.79 ( 3 ) 65,528 D
Class A Common 03/01/2019 S( 1 ) 400 D $ 314.68 ( 4 ) 65,128 D
Class A Common 03/01/2019 A 3,199 ( 5 ) A $ 0 68,327 ( 6 ) 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
Stock Option (Right to Buy) $ 29.33 03/01/2019 M( 1 ) 5,000 06/02/2009 06/01/2019 Class A Common 5,000 $ 0 0 D
Performance-Based Stock Option (Right to Buy) $ 312.56 03/01/2019 A 7,352 03/01/2021( 7 ) 02/28/2029 Class A Common 7,352 $ 0 7,352 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burwick David A
C/O THE BOSTON BEER COMPANY, INC.
ONE DESIGN CENTER PLACE, SUITE 850
BOSTON, MA02210
X President and CEO
Signatures
Michael G. Andrews under POA for the benefit of David A. Burwick 03/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2018.
( 2 )The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 700 shares is from $312.28 to $312.50. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant.
( 3 )The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 1,058 shares is from $313.52 to $314.35. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant.
( 4 )The price shown is the weighted average sale price for the transactions reported on this line. The range of sale prices for the 400 shares is from $314.61 to $314.70. The Filing Person will provide full information regarding the number of shares sold at each separate price upon request of the SEC, the Registrant, or a shareholder of the Registrant.
( 5 )Represents a grant of Restricted Stock Units ("RSU's") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). RSU's generally vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer as of the applicable vesting date.
( 6 )The shares reported include 66,652 shares of restricted stock subject to vesting conditions.
( 7 )The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP. The extent to which the options may become exercisable will be dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2020 over Fiscal Year 2018. The determination of the eligibility for vesting of these options will be made by the Compensation Committee before March 1, 2021.

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