SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hodges Philip A.

(Last)

(First)

(Middle)

C/O THE BOSTON BEER COMPANY, INC.

ONE DESIGN CENTER PLACE, SUITE 850

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC [ SAM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/25/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	05/24/2023		A⁽¹⁾		6,049	A	$0.00	7,679⁽²⁾	D
Class A Common	05/24/2023		A⁽³⁾		9,073	A	$0.00	16,752⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
May 24, 2023 Performance-Based Stock Option	$330.68	05/24/2023		A⁽⁵⁾		6,348		12/31/2026	05/23/2033	Class A Common	6,348	$0.00	6,348	D
May 24, 2023 Stock Option	$330.68	05/24/2023		A⁽⁶⁾		13,276⁽⁷⁾		03/01/2024	05/23/2033	Class A Common	13,276	$0.00	26,715	D

Explanation of Responses:

1. Represents a grant of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The RSUs will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer as of certain related dates, and subject to accelerated vesting in certain situations.

2. The shares reported include 6,049 shares of restricted stock subject to vesting conditions.

3. Represents a grant of performance-based RSUs under the EEIP. The vesting and vesting schedule of the RSUs are subject to certain performance criteria related to gross margin and employee engagement, subject accelerated vesting in certain situations.

4. The shares reported include 15,122 shares of restricted stock subject to vesting conditions.

5. Represents a grant of performance-based stock options under the EEIP. The vesting and vesting schedule of the options are subject to certain performance criteria related to gross margin and employee engagement, subject accelerated vesting in certain situations.

6. Represents a grant of stock options under the EEIP. The options will vest in four equal installments over a four year period, provided that the Reporting Person remains employed by the Issuer as of certain related dates, and subject to accelerated vesting in certain situations.

7. The original Form 4, filed on May 25, 2023 is being amended by this Form 4/A to correct an administrative error, which misreported the total number of derivative securities acquired as 13,439 shares when it should have been 13,276 shares.

Remarks:

	Michael G. Andrews under POA for the benefit of Philip A. Hodges	06/23/2023
	** 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 4 (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).
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