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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B exchangeable shares of Molson Coors Canada Inc. | (1) | 11/16/2007 | J(2) | 445,976 (2) (3) | (4) | (5) | Class B Common Stock | 445,976 (2) (3) | $ 51.59 (6) | 0 | I | By 4280661 Canada Inc. (7) | |||
Class B exchangeable shares of Molson Coors Canada Inc. | (1) | 11/16/2007 | J(2) | 445,976 (2) (3) | (4) | (5) | Class B Common Stock | 445,976 (2) (3) | $ 51.59 (6) | 448,568 (3) | I | By Nooya Investments Inc. (8) | |||
Class B exchangeable shares of Molson Coors Canada Inc. | (1) | (4) | (5) | Class B Common Stock | 3,449,132 (3) | 3,449,132 (3) | I | By Pentland Securities (1981) Inc. (9) | |||||||
Class B exchangeable shares of Molson Coors Canada Inc. | (1) | (4) | (5) | Class B Common Stock | 140 (3) | 140 (3) | I | By Wife |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Molson Stephen Thomas 411 CLARKE AVENUE WESTMOUNT, A8 H3Y 3C3 |
X |
/s/ Stephen T. Molson | 11/19/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Exchangeable on a 1-for-1 basis for shares of the corresponding class of Molson Coors Brewing Company ("Molson Coors") common stock. |
(2) | These shares were sold by 4280661 Canada Inc. ("4280661"), a wholly owned subsidiary of Pentland Securities (1981) Inc. ("Pentland"), to Nooya Investments Inc. ("Nooya"). Pentland is owned by Nooya and another shareholder, and Nooya is wholly owned by Stephen T. Molson. Mr. Molson had previously reported indirect ownership of all Class B exchangeable shares owned by 4280661, and the 445,976 shares sold by 4280661 to Nooya represent Mr. Molson's indirect pecuniary interest in such shares. |
(3) | The share numbers reflect a 2-for-1 split of the Class B exchangeable shares of Molson Coors Canada Inc. and the Class B Common Stock of Molson Coors on October 3, 2007. |
(4) | These shares are exchangeable at any time. |
(5) | No expiration date, but redeemable by a subsidiary of Molson Coors at any time after February 9, 2045 for the corresponding class of Molson Coors Common Stock. |
(6) | The consideration for the shares consisted of (i) an unsecured promissory note and (ii) redeemable, retractable non-voting preferred shares in Nooya. The purchase price was denominated in Canadian dollars ("Cdn. $") and is reported in U.S. dollars ("U.S. $") based on the noon buying rate on November 15, 2007, in New York City for Canadian dollars, as reported by the Federal Reserve Bank of New York, of Cdn $0.9804 = U.S. $1.00. |
(7) | These shares were owned directly by 4280661. |
(8) | These shares are owned directly by Nooya. |
(9) | These shares are owned directly by Pentland. Mr. Molson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |