AMCON DISTRIBUTING CO — Director's Dealing 2014

Dec 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMCON DISTRIBUTING CO (DIT)
CIK: 0000928465
Period of Report: 2014-12-19

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-19	Restricted Stock Units	$	A	6129	Acquired		Common Stock (9900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock , par value $.01 per share	178419	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (6600)	6600	Direct
Restricted Stock Units	$		Common Stock (3700)	3700	Direct
Employee Stock Option (Right to buy)	$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
Series B Convertible Preferred Stk, par value $.01 per share	$24.65		Common Stock (8113.5)	8000	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, these RSUs vest as to one-third of the total original 9,900 RSU award (3,771 RSUs awarded on October 21, 2014 and 6,129 RSUs awarded on December 19, 2014) on October 21, 2015, October 21, 2016, and October 21, 2017.

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, these RSUs vest as to one-third of the original 9,900 RSU award on October 22, 2014, October 22, 2015, and October 22, 2016.

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, these RSUs vest as to one-third of the original 11,100 RSU award on October 23, 2013, October 23, 2014, and October 23, 2015.

F4: The stock option for 25,000 shares vests and is exercisable 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.