4//SEC Filing
Molson Eric Herbert 4
Accession 0001169232-09-003782
CIK 0000024545other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 4:03 PM ET
Size
10.8 KB
Accession
0001169232-09-003782
Insider Transaction Report
Form 4
Molson Eric Herbert
10% Owner
Transactions
- OtherSwap
Forward Contract (right to sell)
2009-08-28+400,000→ 400,000 total(indirect: By 4198832 Canada Inc.)From: 2015-09-04Exp: 2015-09-04→ Class B Common Stock (400,000 underlying)
Footnotes (6)
- [F1]See remark for Footnote 1
- [F2]4198832's obligations under the Forward are secured by a subordinate pledge to Buyer of 400,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for shares of Class B common stock of Molson Coors ("Class B Shares") on a one-for-one basis. Under the pledges, 4198832 may exchange the Exchangeable Shares for a like number of Class B Shares obtained in exchange for Exchangeable Shares, which will become subject to the pledges (any shares subject to the pledges, the "Pledged Shares"). 4198832 retained voting rights in the Pledged Shares and the right to any dividends or distributions paid in cash on the Pledged Shares in any year, up to $0.96 per share.
- [F3]The purchase date of the Forward is September 4, 2015 (the "Purchase Date"), and settlement of the Forward will occur three business days after the Purchase Date. The Forward provides for cash settlement. However, 4198832 may elect to switch from cash settlement to settling the Forward by delivering 400,000 Class B Shares to Buyer (and, depending upon the availability of certain exemptions from the prospectus requirements under Canadian securities laws, elect to switch from physical settlement to cash settlement, and vice versa). Any such election must be made at least a specified number of days prior to the Purchase Date, which depends on whether the Pledged Shares comprise Exchangeable Shares or Class B Shares and on certain Canadian securities law considerations.
- [F4]Under the Forward, the "Relevant Price" will equal the average of the volume-weighted average per share price of the Class B Shares for each of the five trading days immediately preceding the Purchase Date, and the "Forward Price" will equal the Relevant Price, subject to a cap price of $58.37 ("Cap Price") and a floor price of $41.66 ("Floor Price"). Accordingly, (i) if the Relevant Price is greater than or equal to the Cap Price, the Forward Price will be equal to the Cap Price, (ii) if the Relevant Price is less than or equal to the Floor Price, the Forward Price will be equal to the Floor Price, and (iii) if the Relevant Price is between the Floor Price and the Cap Price, the Forward Price will be equal to the Relevant Price.
- [F5]The Forward Price is subject further to downward adjustment by the amount of any cash dividends or cash distributions per Pledged Share in excess of $0.96 per year and the value of any dividends or distributions on the Pledged Shares made other than in cash.
- [F6]Under cash settlement of the Forward: (i) if the Relevant Price is greater than the Forward Price, 4198832 will pay Buyer an amount equal to the difference between the Relevant Price and the Forward Price, multiplied by 400,000; (ii) if the Relevant Price is less than the Forward Price, then Buyer will pay 4198832 an amount equal to the difference between the Forward Price and the Relevant Price, multiplied by 400,000; and (iii) if the Relevant Price is equal to the Forward Price, then no payment will be due from either party, and the Forward will terminate. If the Forward is settled by physical delivery, 4198832 will deliver 400,000 Class B Shares to Buyer, and Buyer will pay 4198832 an amount equal to 400,000 multiplied by the Forward Price.
Documents
Issuer
MOLSON COORS BREWING CO
CIK 0000024545
Entity typeother
Related Parties
1- filerCIK 0001316713
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 4:03 PM ET
- Size
- 10.8 KB