SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CRAFT BREW ALLIANCE, INC. [ BREW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/30/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/30/2020 | D | 6,760(1) | D | $16.5(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (2) | 09/30/2020 | D | 3,926 | (2) | (2) | Common stock | 3,926 | $0(2) | 0 | D | ||||
Employee Stock Option | $7.63(3) | 09/30/2020 | D | 4,640 | (3) | 05/14/2022 | Common stock | 4,640 | $8.87(3) | 0 | D | ||||
Employee Stock Option | $7.54(4) | 09/30/2020 | D | 5,232 | (4) | 05/22/2023 | Common stock | 5,232 | $8.96(4) | 0 | D | ||||
Employee Stock Option | $10.7(5) | 09/30/2020 | D | 4,327 | (5) | 05/20/2024 | Common stock | 4,327 | $5.8(5) | 0 | D | ||||
Employee Stock Option | $13.1(6) | 09/30/2020 | D | 3,902 | (6) | 03/13/2025 | Common stock | 3,902 | $3.4(6) | 0 | D |
Explanation of Responses: |
1. Cancelled upon the completion of the merger contemplated by the Merger Agreement described under "Remarks" below and converted into the right to receive $16.50 per share in cash, without interest. |
2. Upon completion of the merger contemplated by the Merger Agreement, each outstanding restricted stock unit was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive $16.50 in cash. |
3. Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $41,156.80, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
4. Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $46,878.72, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
5. Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $25,096.60, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
6. Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $13,266.80, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
Remarks: |
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement'), dated as of November 11, 2019, by and among Craft Brew Alliance, Inc. (the "Company"), Anheuser-Busch Companies, LLC ("ABC") and Barrel Subsidiary, Inc., pursuant to which the Company became a wholly owned subsidiary of ABC on September 30, 2020. |
/s/Edwin A. Smith by Power of Attorney for Derek Y. Hahm | 10/02/2020 | |
** Signature of Reporting Person | Date | |
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. |