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 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
X	Officer (give title below)	X	Other (specify below)
Chief Customer Relations Off / Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2016

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								155,522(1)(2)	D
Class B Common Stock								13,536,806	I	by Adolph Coors Company LLC
Class B Common Stock								77,780	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2012 Grantor Retained Annuity Trust XII
Class B Common Stock								3,376	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XIII
Class B Common Stock								5,795(1)	I	by Marilyn E & Peter H Coors as Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XIV
Class B Common Stock								85,081(1)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XV
Class B Common Stock								48,116(3)	I	by Marilyn E & Peter H Coors as Co-Trustees of Peter H Coors 2013 Grantor Retained Annuity Trust XVI
Class B Common Stock								50,825	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	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2014 Grantor Retained Annuity Trust XIX
Class B Common Stock								18,748	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2015 Grantor Retained Annuity Trust XX
Class B Common Stock								56,400(4)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2015 Grantor Retained Annuity Trust XXI
Class B Common Stock								153,864(2)(3)(4)	I	by Marilyn E & Peter H Coors, Co-Trustees of Peter H Coors 2016 Grantor Retained Annuity Trust XXII
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
Restricted Stock Units	(5)	10/11/2016		A		12,000		(5)	(5)	Class B Common Stock	12,000	$0.000	12,000	D

Explanation of Responses:

1. Reflects the following Class B common stock transfers made to the reporting person directly on August 10, 2016: (i) 19,058 shares from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2015 Grantor Retained Annuity Trust XV and (ii) 7,778 shares from Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2015 Grantor Retained Annuity Trust XIV.

2. Reflects the transfer of 130,886 shares of Class B common stock by the reporting person directly on September 15, 2016 to Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2016 Grantor Retained Annuity Trust XXII.

3. Reflects the transfer of 11,460 shares of Class B common stock on September 15, 2016 by Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2013 Grantor Retained Annuity Trust XVI to Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2016 Grantor Retained Annuity Trust XXII.

4. Reflects the transfer of 11,213 shares of Class B common stock on September 15, 2016 by Marilyn E. and Peter H. Coors, Co-Trustees of the Peter H. Coors 2015 Grantor Retained Annuity Trust XXI to the Marilyn E. and Peter H. Coors, Co-Trustees of the Pete H. Coors 2016 Grantor Retained Annuity Trust XXII.

5. The reporting person received a 12,000 cash settled restricted stock unit grant under Molson Coors Brewing Company's Incentive Compensation Plan, which shall vest in equal installments on each of December 31, 2017, December 31, 2018 and December 31, 2019. Vested restricted stock units will be settled in cash, net of tax, based on the value of the issuer's Class B common stock on the date of vesting.

Remarks:

	Kathleen M. Kirchner, Power of Attorney	10/13/2016
	** 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).
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