Peter H Coors Form 4 MOLSON COORS BREWING / PETER H COORS 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^*

COORS PETER H

(Last) (First) (Middle)

1225 17TH STREET

SUITE 3200

(Street)

DENVER CO 80202

(City) (State) (Zip)

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015

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
Class B Common Stock	05/01/2015		M		30,000	A	$32.67	187,118(1)	D
Class B Common Stock	05/01/2015		S(2)		21,116	D	$73.5441(3)	166,002	D
Class B Common Stock								13,536,806	I	by Adolph Coors Company LLC
Class B Common Stock								20,939	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2012 Grantor Retained Annuity Trust XI
Class B Common Stock								96,394	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2012 Grantor Retained Annuity Trust XII
Class B common Stock								9,163(4)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XIII
Class B Common Stock								13,573	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XIV
Class B Common Stock								129,365	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XV
Class B Common Stock								75,564	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XVI
Class B Common Stock								64,029(5)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2014 Grantor Retained Annuity Trust XVII
Class B Common Stock								114,337	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2014 Grantor Retained Annuity Trust XIX
Class B Common Stock								25,988(1)(4)(5)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2015 Grantor Retained Annuity Trust XX
Class B Common Stock								1,064	I	by Spouse

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
Employee Stock Option (Right to Buy)	$32.67	05/01/2015		M			30,000	05/18/2006	05/18/2016	Class B Common Stock	30,000	$0.00	30,000	D

Explanation of Responses:

1. Reflects the transfer of 9,143 shares of Class B common stock on March 11, 2015 held directly by the reporting person to Marilyn E. Coors and Peter H. Coors as Co-Trustees of Peter H. Coors 2015 Grantor Retained Annuity Trust XX.

2. The reporting person's option exercise and sale reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plan previously adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

3. The price reported represents the weighted average sales price of Class B common stock sold in multiple transactions at prices ranging from $73.50 to $73.725, inclusive. 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.

4. Reflects the transfer of 4,400 shares of Class B common stock on March 10, 2015 from Marilyn E. Coors and Peter H. Coors as Co-Trustees of Peter H. Coors 2013 Grantor Retained Annuity Trust XIII to Marilyn E. Coors and Peter H. Coors as Co-Trustees of the Peter H. Coors 2015 Grantor Retained Annuity Trust XX.

5. Reflects the transfer of 12,445 shares of Class B common stock on March 10, 2015 from Marilyn E. Coors and Peter H. Coors as Co-Trustees of Peter H. Coors 2014 Grantor Retained Annuity Trust XVII to Marilyn E. Coors and Peter H. Coors as Co-Trustees of the Peter H. Coors 2015 Grantor Retained Annuity Trust XX.

Remarks:

	Kathleen M. Kirchner, by Power of Attorney	05/05/2015
	** 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).
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