AMCON DISTRIBUTING CO — Director's Dealing 2011

Oct 28, 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: ATAYAN CHRISTOPHER H (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common Stock, par value $.01 per share	M	10300	—	Acquired	138619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-26	Restricted Stock Units	$	M	10300	Disposed		Common Stock (10300)	Direct
2011-10-25	Restricted Stock Units	$	A	10700	Acquired		Common Stock (10700)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stk, par value $.01 per share	$24.65		Common Stock (8113.5)	8000	Indirect
Employee Stock Option	$18	2016-12-12	Common Stock (25000)	25000	Direct
Series A Convertible Preferred Stk, par value $.01 per share	$30.31		Common Stock (82481)	100000	Direct
Restricted Stock Units	$		Common Stock (8100)	8100	Direct

Footnotes

F1: The Restricted Stock Units ("RSU's") provide the reporting person with the right to receive, subject to being employed on the applicable vesting dated (the Settlement Date), (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSU's then bcoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited 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.

F2: The 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 in control , as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder untile converted or redeemed.

F3: Pursuant to an agreement among the reporting person, another individual ("Second Participant"), and the holder of the Series B Convertible Preferred Stock, the holder has granted to the Reporting Person and the Second Participant 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 Participant. 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 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.

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

F5: The 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 in control, as defined in the Series A Convertible Preferred Stock. The 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: The Restricted Stock Units ("RSUs") provide the Reporting Person with the right to receive, subject to being employed on the applicable vesting date (the "Settlement Date"), (i) an amount of cash equal to the per share Fair Market value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the 8,100 RSU award on November 22, 2011, November 22, 2012 and November 22, 2013.

F7: The Restricted Stock Units ("RSUs") provide the reporting person with the right to receive, subject to being employed on the applicable vesting date (the "Settlement Date"), (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited 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.