SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RIFE RICHARD C

(Last)

(First)

(Middle)

C/O NEW AGE BEVERAGES CORPORATION

1700 E. 68TH AVENUE

(Street)

DENVER

80229

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2019

3. Issuer Name and Ticker or Trading Symbol
New Age Beverages Corp [ NBEV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	12/31/2028	Common Stock	34,017	$4.63	D
Performance Share Units	⁽³⁾	03/15/2020	Common Stock	54,000	⁽³⁾	D
Restricted Share Units	⁽⁴⁾	03/15/2020	Common Stock	108,000	⁽⁴⁾	D

Explanation of Responses:

1. Represents an option (the "Option") to purchase 34,017 shares of common stock, par value $0.001 per share, of New Age Beverages Corporation. (the "Company") at a strike price of $4.63 per share. The Option was granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan and expires on December 31, 2028.

2. The Option shall vest in one-third (1/3) increments on December 31, 2019, December 31, 2020 and December 31, 2021.

3. On January 2, 2019, the Reporting Person was granted 54,000 performance share units (the "Performance Units"). The Performance Units were granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan and will vest on December 31, 2019, subject to the achievement of certain milestones. Assuming the milestones are met, the Company will pay one hundred percent (100%) of the Performance Units, either in cash or common stock of the Company, to the Reporting Person on March 15, 2020.

4. On January 2, 2019, the Reporting Person was granted 108,000 restricted share units (the "Restricted Units"). The Restricted Units were granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan. Provided that the Reporting Person remains in continuous service of the Company through December 31, 2019, the Company will pay one hundred percent (100%) of the Restricted Units, either in cash or common stock of the Company, to the Reporting Person on March 15, 2020.

Remarks:

Chief Legal Officer, Chief Administrative Officer and Secretary

	/s/ Richard Rife	02/06/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.