Frank H. Smalla - Mar 1, 2023 Form 4 Insider Report for BOSTON BEER CO INC (SAM)

Role
Chief Financial Officer
Signature
Michael G. Andrews under POA for the benefit of Frank H. Smalla
Stock symbol
SAM
Transactions as of
Mar 1, 2023
Transactions value $
-$63,465
Form type
4
Date filed
3/2/2023, 08:55 AM
Previous filing
Feb 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAM Class A Common Tax liability -$63.5K -196 -1.24% $323.80 15.7K Mar 1, 2023 Direct F1
transaction SAM Class A Common Award $0 +1.55K +9.87% $0.00 17.2K Mar 1, 2023 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SAM March 1, 2019 Stock Option Award $0 +637 +50% $0.00 1.91K Mar 1, 2023 Class A Common 1.91K $312.56 Direct F4
transaction SAM March 1, 2020 Stock Option Award $0 +628 +50.04% $0.00 1.88K Mar 1, 2023 Class A Common 1.88K $370.79 Direct F5
transaction SAM March 1, 2021 Stock Option Award $0 +208 +49.88% $0.00 625 Mar 1, 2023 Class A Common 625 $1,028.71 Direct F6
transaction SAM March 1, 2023 Stock Option Award $0 +3.08K $0.00 3.08K Mar 1, 2023 Class A Common 3.08K $323.80 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer "net withheld" the vesting of a percentage of shares to satisfy the tax obligations of the Reporting Person flowing from the vesting of Restricted Stock Units ("RSUs") and Investment Share Program shares ("ISPs"). The Reporting Person had a total of 646 RSUs and 31 ISPs vest on March 1, 2023.
F2 On March 1, 2023, the Issuer granted 1,545 RSUs to the Reporting Person under the Issuer's Employee Equity Incentive Plan ("EEIP"). The shares will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer on the applicable vesting dates, and subject to accelerated vesting in certain situations.
F3 The shares reported include 10,639 shares of restricted stock subject to vesting conditions.
F4 The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2019. 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. In February 2021, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vested in three equal installments on March 1 in the years 2021-2023.
F5 The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2020. 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 2021 over Fiscal Year 2019. In February 2022, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vest in three equal installments on March 1 in the years 2022-2024, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.
F6 The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2021. 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 2022 over Fiscal Year 2020. In February 2023, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vest in three equal installments on March 1 in the years 2023-2025, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.
F7 The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2023. The extent to which the options become exercisable is dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2024 over Fiscal Year 2022. The Compensation Committee will determine if the performance criteria have been achieved prior to March 1, 2025. If the performance criteria is achieved, the options vest in three equal installments on March 1 in the years 2025-2027, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.