AMCON DISTRIBUTING CO — Director's Dealing 2011

Nov 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMCON DISTRIBUTING CO (DIT)
CIK: 0000928465
Period of Report: 2011-11-22

Reporting Person: Plummer Andrew Charles (CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-22	Common Stock, par value $.01 per share	M	533	—	Acquired	5033	Direct
2011-11-22	Common Stock, par value $.01 per share	F	220	—	Disposed	4813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-22	Restricted Stock Units	$	M	533	Disposed		Common Stock (1067)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1250)	1250	Direct
Restricted Stock Units	$		Common Stock (2200)	2200	Direct

Footnotes

F1: Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, the RSUs vest as to one-third of the 1,600 RSU award on November 22, 2011, November 22, 2012, and November 22, 2013. On the November 22, 2011 vested date RSUs were settled for 533 shares of common stock, of which 220 shares were withheld to pay taxes applicable to such settlement. The Fair Market Value of the shares withheld to pay taxes was determined to be $62.44 per shares as of that date, which was the closing price for the common stock on the NYSE Amex Equities.

F2: Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, the RSUs vest as to one-third of the 3,750 RSU award on November 26, 2010, October 26, 2011, and October 26, 2012.

F3: Restricted Stock Units ("RSUs) give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, the RSUs vest as to one-third of the 2,200 RSU award on October 25, 2012, October 25, 2013, and October 25, 2014.