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Form 4 MOLSON COORS BREWING CO For: Nov 21 Filed by: Joubert Tracey

November 23, 2016 5:36 PM EST
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 *
Joubert Tracey

(Last) (First) (Middle)
1801 CALIFORNIA STREET, SUITE 4600

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOLSON COORS BREWING CO [ TAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Class B Common Stock 11/21/2016   A   12,010 A $ 0 (1) 12,010 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 73.08 11/21/2016   A   3,303     (2) 01/01/2022 Class B Common Stock 3,303 (3) 3,303 D  
Employee Stock Option (Right to Buy) $ 54.53 11/21/2016   A   2,771     (4) 02/13/2024 Class B Common Stock 2,771 (3) 2,771 D  
Employee Stock Option (Right to Buy) $ 67.26 11/21/2016   A   1,399     (4) 02/13/2024 Class B Common Stock 1,399 (3) 1,399 D  
Employee Stock Option (Right to Buy) $ 73 11/21/2016   A   4,301     (5) 02/11/2025 Class B Common Stock 4,301 (3) 4,301 D  
Employee Stock Option (Right to Buy) $ 86.45 11/21/2016   A   2,782     (5) 02/11/2025 Class B Common Stock 2,782 (3) 2,782 D  
Employee Stock Option (Right to Buy) $ 84.14 11/21/2016   A   5,907     (6) 02/12/2026 Class B Common Stock 5,907 (3) 5,907 D  
Explanation of Responses:
1. Represents restricted stock units (RSUs) received in exchange for 12,010 RSUs of MillerCoors LLC (MillerCoors) in connection with the acquisition of MillerCoors by Molson Coors Brewing Company (MCBC). The RSUs vest in full as follows: 4,302 RSUs on January 1, 2017, 5,745 RSUs on January 1, 2018 and 1,963 RSUs on January 1, 2019.
2. The stock options vested in three equal annual installments beginning on January 1, 2013 and are currently fully exercisable.
3. In connection with the acquisition of MillerCoors by MCBC, the reporting person received a stock option to purchase shares of Class B common stock of MCBC in exchange for a stock option to purchase shares of MillerCoors common stock.
4. The stock options vest and become exercisable in three equal annual installments beginning on February 13, 2015.
5. The stock options vest and become exercisable in three equal annual installments beginning on February 11, 2016.
6. The stock options vest and become exercisable in three equal annual installments beginning on February 12, 2017.
Kathleen M. Kirchner, by Power of Attorney 11/23/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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