Carolyn L. O'Boyle - Mar 1, 2022 Form 4 Insider Report for BOSTON BEER CO INC (SAM)

Role: Chief People Officer
Signature: Michael G. Andrews under POA for the benefit of Carolyn L. O'Boyle
Stock symbol: SAM
Transactions as of: Mar 1, 2022
Transactions value $: -$85,895
Form type: 4
Date filed: 3/2/2022, 03:24 PM
Next filing: Mar 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAM	Class A Common	Tax liability	-$85.9K	-224	-9.22%	$383.46	2.21K	Mar 1, 2022	Direct	F1, F2
transaction	SAM	Class A Common	Award	$0	+565	+25.61%	$0.00	2.77K	Mar 1, 2022	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 2, 2020 Stock Option	Award	$0	+2.34K	+49.99%	$0.00	7.03K	Mar 1, 2022	Class A Common	7.03K	$370.79	Direct	F4
transaction	SAM	March 2, 2022 Stock Option	Award	$0	+1.22K		$0.00	1.22K	Mar 1, 2022	Class A Common	1.22K	$383.46	Direct	F5

* 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"). The Reporting Person had a total of 725 RSUs vest on March 1, 2022.
F2	The shares reported include 2,067 shares of restricted stock subject to vesting conditions.
F3	On March 1, 2022, the Issuer granted 565 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
F4	The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 2, 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.
F5	The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2022. 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 2023 over Fiscal Year 2021. The Compensation Committee will determine if the performance criteria have been achieved prior to March 1, 2024. If the performance criteria is achieved, the options vest in three equal installments on March 1 in the years 2024-2026, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations.