The Boston Beer Company, Inc. (SAM) Form 4 BOSTON BEER / Quincy B Troupe 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^*

Troupe Quincy B

(Last) (First) (Middle)

C/O THE BOSTON BEER COMPANY

1 DESIGN CENTER PLACE, SUITE 850

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC [ SAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP, Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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 A Common	12/07/2021		M(1)		353	A	$191.1	5,999(2)	D
Class A Common	12/07/2021		M(1)		119	A	$312.56	6,118(2)	D
Class A Common	12/07/2021		S(1)		843	D	$500	5,275(2)	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
1-1-18 Stock Option	$191.1	12/07/2021		M(1)			353	03/01/2020(3)	12/31/2027	Class A Common	2,116	$0.00	705	D
3-1-19 Stock Option	$312.56	12/07/2021		M(1)			119	03/01/2021(4)	02/28/2029	Class A Common	1,430	$0.00	238	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 6, 2021, which was modified on November 8, 2021.

2. The shares reported include 3,362 shares of restricted stock subject to vesting conditions.

3. The Performance-Based Stock Options were granted pursuant to the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2019 over Fiscal Year 2017. The determination that these options vested was made by the Compensation Committee in February 2020. Thereafter the options become exercisable in three equal installments on March 1, 2020; January 1, 2021; and January 1, 2022, provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates.

4. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2020 over Fiscal Year 2018. The determination that these options vested was made by the Compensation Committee in February 2021. Thereafter the options become exercisable in three equal installments on March 1 in the years 2021 to 2023, provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates.

Remarks:

	Michael G. Andrews under POA for the benefit of Quincy B. Troupe	12/08/2021
	** 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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