AMCON DISTRIBUTING CO — Director's Dealing 2011

Oct 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMCON DISTRIBUTING CO (DIT)
CIK: 0000928465
Period of Report: 2011-10-25

Reporting Person: HINKEFENT ERIC J (President - CNF and HFA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common Stock, par value $.01 per share	M	700	—	Acquired	6400	Direct
2011-10-26	Common Stock, par value $.01 per share	F	223	—	Disposed	6177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-26	Restricted Stock Units	$	M	700	Disposed		Common Stock (700)	Direct
2011-10-25	Restricted Stock Units	$	A	1800	Acquired		Common Stock (1800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1400)	1400	Direct

Footnotes

F1: Restricted Stock Unit ("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 2,100 RSU award on November 26, 2010, October 26, 2011 and October 26, 2012. On the October 26, 2011 vesting date RSUs were settled for 700 shares of common stock, of which 223 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 $54.75 per share as of that date, which was the closing price for the common stock on NYSE Amex Equities.

F2: Restricted Stock Units ("RSUs") give the reporting person with 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 1,400 RSU award on November 22, 2011, November 22, 2012, and November 22, 2013.

F3: Restricted Stock Units ("RSUs") give the reporting person with 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 1,800 RSU award on October 25, 2012, October 25, 2013, and October 25, 2014.