Tara L. Heath - 01 Mar 2023 Form 4 Insider Report for BOSTON BEER CO INC (SAM)

Role: Chief Legal Officer
Signature: Michael G. Andrews under POA for Tara L. Heath
Issuer symbol: SAM
Transactions as of: 01 Mar 2023
Net transactions value: -$46,627
Form type: 4
Filing time: 02 Mar 2023, 08:54:56 UTC
Previous filing: 03 Jan 2023
Next filing: 04 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAM	Class A Common	Tax liability	$46,627	-144	-5.6%	$323.80	2,425	01 Mar 2023	Direct	F1, F2
transaction	SAM	Class A Common	Award	$0	+541	+22%	$0.000000	2,966	01 Mar 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, 2023 Stock Option	Award	$0	+1,080		$0.000000	1,080	01 Mar 2023	Class A Common	1,080	$323.80	Direct	F4

* 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 452 RSUs vest on March 1, 2023.
F2	The shares reported include 1,304 shares of restricted stock subject to vesting conditions.
F3	On March 1, 2023, the Issuer granted 541 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 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.