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: ATAYAN CHRISTOPHER H (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-22	Common Stock, par value $.01 per share	M	2700	—	Acquired	141319	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-22	Restricted Stock Units	$	M	2700	Disposed		Common Stock (5400)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (10300)	10300	Direct
Restricted Stock Units	$		Common Stock (10700)	10700	Direct
Employee Stock Option (right to buy)	$18	2016-12-12	Common Stock (25000)	25000	Direct
Series A Convertible Pref Stock, par value $.01 per share	$30.31		Common Stock (82481)	100000	Direct
Series B Convertible Pref Stock, par value $.01 per share	$24.65		Common Stock (8113.5)	8000	Indirect

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 cirumstances, the RSUs vest as to one-third of the 8,100 RSU award on November 22, 2011, November 22, 2012, and November 22, 2013. On the November 22, 2011 vesting date RSUs were settled for 2,700 shares of common stock.

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 30,900 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 Vlaue 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 10,700 RSU award on October 25, 2012, October 25, 2013, and October 25, 2014.

F4: The stock option for 25,000 shares vests and is exerciable in three equal annual installments beginning December 12, 2007.

F5: Series A Convertible Preferred Stock may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change of control, as defined in the Series A Convertible Preferred Stock. Series A Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed.

F6: Series B Convertible Preferred Stock may be redeemed by the Issuer, at its option and must be redeemed, at the option of the holder, upon a change of control, as defined in the Series B Convertible Preferred Stock. Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed.

F7: Under an agreement among the Reporting Person, a second individual, and the holder of the Series B Convertible Preferred Stock, the holder has granted to the Reporting Person and the second individual a 20% participation interest in any capital gains realized by the holder from its investment in the Issuer, to be shared equally by the Reporting Person and the second individual. As a result of such participation interest, the Reporting Person may be deemed to have a pecuniary interest in such stock for purposes of 16a(2)(i) under the Securities Exchange Act of 1934. The Reporting Person does not possess the power to vote or dispose of the Series B Convertible Preferred Stock or to direct the vote or disposition of such stock, and disclaims any beneficial interest in such stock in excess of such pecuniary interest.