0001562180-23-002112.txt : 20230302 0001562180-23-002112.hdr.sgml : 20230302 20230302095531 ACCESSION NUMBER: 0001562180-23-002112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230301 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smalla Frank H. CENTRAL INDEX KEY: 0001663087 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14092 FILM NUMBER: 23696774 MAIL ADDRESS: STREET 1: C/O THE BOSTON BEER COMPANY, INC. STREET 2: 1 DESIGN CENTER PL., SUITE 850 CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BEER CO INC CENTRAL INDEX KEY: 0000949870 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 043284048 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE DESIGN CENTER PLACE STREET 2: SUITE 850 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-368-5056 MAIL ADDRESS: STREET 1: ONE DESIGN CENTER PLACE STREET 2: SUITE 850 CITY: BOSTON STATE: MA ZIP: 02210 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2023-03-01 false 0000949870 BOSTON BEER CO INC SAM 0001663087 Smalla Frank H. C/O THE BOSTON BEER COMPANY ONE DESIGN CENTER PLACE, SUITE 850 BOSTON MA 02210 false true false false Chief Financial Officer Class A Common 2023-03-01 4 F false 196.00 323.80 D 15653.00 D Class A Common 2023-03-01 4 A false 1545.00 0.00 A 17198.00 D March 1, 2019 Stock Option 312.56 2023-03-01 4 A false 637.00 0.00 A 2021-03-01 2029-02-28 Class A Common 1911.00 1911.00 D March 1, 2020 Stock Option 370.79 2023-03-01 4 A false 628.00 0.00 A 2022-03-01 2030-02-28 Class A Common 1883.00 1883.00 D March 1, 2021 Stock Option 1028.71 2023-03-01 4 A false 208.00 0.00 A 2023-03-01 2031-02-28 Class A Common 625.00 625.00 D March 1, 2023 Stock Option 323.80 2023-03-01 4 A false 3084.00 0.00 A 2025-03-01 2033-02-28 Class A Common 3084.00 3084.00 D 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. 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. The shares reported include 10,639 shares of restricted stock subject to vesting conditions. 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. 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. 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. 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. Michael G. Andrews under POA for the benefit of Frank H. Smalla 2023-03-02