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)

1801 CALIFORNIA STREET, SUITE 4600

(Street)

DENVER CT 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)
Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016

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	11/13/2015		G(1)		3,000	D	$0.00	204,719(2)	D
Class B Common Stock	01/20/2016		M		67,152	A	$45.79	271,871	D
Class B Common Stock	01/20/2016		F(3)(4)		48,668	D	$86.27	223,203	D
Class B Common Stock								13,536,806	I	by Adolph Coors Company LLC
Class B common Stock								77,780(5)	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	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								104,139	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XV
Class B Common Stock								59,576	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	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2014 Grantor Retained Annuity Trust XVII
Class B Common Stock								84,454(6)	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	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2015 Grantor Retained Annuity Trust XX
Class B Common Stock								67,918	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2015 Grantor Retained Annuity Trust XXI
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
Stock Appreciation Right	$45.79(7)	01/20/2016		M(8)			67,152	(9)	05/18/2007	Class B Common Stock	67,152	$0.00	0	D

Explanation of Responses:

1. Reflects the transfer of 3,000 Class B common stock from the reporting person to a charitable organization.

2. Reflects the following Class B common stock transfers to the reporting person directly on December 11, 2015: (i) 18,614 shares from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2012 Grantor Retained Annuity Trust XII; and (ii) 29,883 shares from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2014 Grantor Retained Annuity Trust XIX.

3. The reporting person's stock appreciation rights (SOSARs) exercise reported in this Form 4 was 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.

4. Represents (a) a deemed sale of 35,643 shares of Class B common stock to the issuer to cover the exercise price of the stock only stock appreciation rights (SOSARS) and (b) 13,025 shares of Class B common stock withheld in lieu of cash payment for applicable taxes in connection with the exercise of the SOSARS.

5. Reflects the transfer of 18,614 shares of Class B common stock on December 11, 2015 from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2012 Grantor Retained Annuity Trust XII to the reporting person.

6. Reflects the transfer of 29,883 Class B common stock on December 11, 2015 from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2014 Grantor Retained Annuity Trust XIX to the reporting person.

7. As adjusted to give effect to the 2-for-1 stock split that occurred on October 3, 2007.

8. The exercise of the SOSARs results in the expiration of the tandem employee stock options.

9. The SOSARS vested in full on the third anniversary of the grant date.

Remarks:

	Kathleen M. Kirchner, by Power of Attorney	01/22/2016
	** 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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