Statement of Changes in Beneficial Ownership (4)
October 02 2020 - 4:02PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Hahm Derek Y |
2. Issuer Name and Ticker or Trading Symbol
CRAFT BREW ALLIANCE, INC.
[
BREW
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer |
|
(Last)
(First)
(Middle)
929 NORTH RUSSELL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2020 |
|
(Street)
PORTLAND, OR 97227
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common stock | 9/30/2020 | | D | | 6760 (1) | D | $16.50 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (2) | 9/30/2020 | | D | | | 3926 | (2) | (2) | Common stock | 3926.0 | $0 (2) | 0 | D | |
| Employee Stock Option | $7.63 (3) | 9/30/2020 | | D | | | 4640 | (3) | 5/14/2022 | Common stock | 4640.0 | $8.87 (3) | 0 | D | |
| Employee Stock Option | $7.54 (4) | 9/30/2020 | | D | | | 5232 | (4) | 5/22/2023 | Common stock | 5232.0 | $8.96 (4) | 0 | D | |
| Employee Stock Option | $10.7 (5) | 9/30/2020 | | D | | | 4327 | (5) | 5/20/2024 | Common stock | 4327.0 | $5.80 (5) | 0 | D | |
| Employee Stock Option | $13.1 (6) | 9/30/2020 | | D | | | 3902 | (6) | 3/13/2025 | Common stock | 3902.0 | $3.40 (6) | 0 | D | |
| Explanation of Responses: |
| (1) | Cancelled upon the completion of the merger contemplated by the Merger Agreement described under "Remarks" below and converted into the right to receive $16.50 per share in cash, without interest. |
| (2) | Upon completion of the merger contemplated by the Merger Agreement, each outstanding restricted stock unit was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive $16.50 in cash. |
| (3) | Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $41,156.80, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
| (4) | Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $46,878.72, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
| (5) | Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $25,096.60, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
| (6) | Upon completion of the merger contemplated by the Merger Agreement, this option, whether vested or unvested, was converted, as of the time of the first regularly scheduled payroll date that is at least five business days following completion of the merger (or at such later time as is specified in the Merger Agreement), into the right to receive a cash payment of $13,266.80, representing the difference between $16.50 and the exercise price of the option, multiplied by the number of shares subject to the option. |
Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement'), dated as of November 11, 2019, by and among Craft Brew Alliance, Inc. (the "Company"), Anheuser-Busch Companies, LLC ("ABC") and Barrel Subsidiary, Inc., pursuant to which the Company became a wholly owned subsidiary of ABC on September 30, 2020. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hahm Derek Y
929 NORTH RUSSELL STREET
PORTLAND, OR 97227 |
|
| Chief Commercial Officer |
|
Signatures
|
| /s/Edwin A. Smith by Power of Attorney for Derek Y. Hahm | | 10/2/2020 |
| **Signature of Reporting Person | Date |
Craft Brew Alliance (NASDAQ:BREW)
Historical Stock Chart
From Apr 2024 to May 2024
Craft Brew Alliance (NASDAQ:BREW)
Historical Stock Chart
From May 2023 to May 2024
