AMCON DISTRIBUTING CO — Director's Dealing 2014

Oct 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMCON DISTRIBUTING CO (dit)
CIK: 0000928465
Period of Report: 2014-10-22

Reporting Person: Plummer Andrew Charles (CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-22	Common Stock , par value $.01 per share	M	683	—	Acquired	9738	Direct
2014-10-22	Common Stock , par value $.01 per share	F	289	—	Disposed	9449	Direct
2014-10-23	Common Stock , par value $.01 per share	M	900	—	Acquired	10349	Direct
2014-10-23	Common Stock , par value $.01 per share	F	381	—	Disposed	9968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-22	Restricted Stock Units	$	M	683	Disposed		Common Stock (1367)	Direct
2014-10-23	Restricted Stock Units	$	M	900	Disposed		Common Stock (900)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (734)	734	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 original 2,050 RSU award on October 22, 2014, October 22, 2015, and October 22, 2016. On the October 22, 2014 vesting date RSUs were settled for 683 shares of common stock, of which 289 shares were withheld to pay taxes applicable to such settlement. The Fair Market Value of the shares withheld to pay taxes was determined based on the closing price for the common stock on NYSE MKT as of that date.

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 2,700 RSU award on October 23, 2013, October 23, 2014, and October 23, 2015. On the October 23, 2014 vesting date RSUs were settled for 900 shares of common stock, of which 381 shares were withheld to pay taxes applicable to such settlement. The Fair Market Value of the shares withheld to pay taxes was determined based on the closing price for the common stock on NYSE MKT as of that date.

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 2,200 RSU award on October 25, 2012, October 25, 2013, and October 25, 2014.