AMCON Distributing (DIT) Form 4 AMCON DISTRIBUTING / Charles J. Schmaderer ownership change

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^*

Schmaderer Charles J.

(Last) (First) (Middle)

C/O AMCON DISTRIBUTING COMPANY

7405 IRVINGTON ROAD

(Street)

OMAHA NE 68122

(City) (State) (Zip)

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, CFO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $.01 per share	03/23/2022		M		500	A	$81.03	2,649	D
Common Stock, par value $.01 per share	03/23/2022		M		500	A	$91.65	3,149	D
Common Stock, par value $.01 per share	03/23/2022		M		500	A	$90.5	3,649	D
Common Stock, par value $.01 per share	03/23/2022		M		500	A	$84	4,149	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 (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	(1)							(1)	10/22/2029	Common Stock	167		167	D
Restricted Stock Units	(2)							(2)	10/27/2030	Common Stock	334		334	D
Stock Option (Right to Buy)	$81.03	03/23/2022		M			500	(3)	01/27/2025	Common Stock	500	$0	0	D
Stock Option (Right to Buy)	$91.65	03/23/2022		M			500	(4)	10/25/2026	Common Stock	500	$0	0	D
Stock Option (Right to Buy)	$90.5	03/23/2022		M			500	(5)	10/24/2027	Common Stock	500	$0	0	D
Stock Option (Right to Buy)	$84	03/23/2022		M			500	(6)	10/23/2028	Common Stock	500	$0	0	D

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 one-third of the original 500 RSU award on October 22, 2020, October 22, 2021 and October 22, 2022.

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 original 500 RSU award on October 27, 2021, October 27, 2022, and October 27, 2023.

3. 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.

4. 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.

5. 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, except that the vesting of the last installment was accelerated to November 11, 2021 by action of the Issuer's board of directors.

6. 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, except that the vesting of the last two installments was accelerated to November 11, 2021 by action of the Issuer's board of directors.

	/s/ Charles J. Schmaderer	03/24/2022
	** 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).
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