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MOLSON COORS BEVERAGE CO Director's Dealing 2009

Dec 8, 2009

30606_dirs_2009-12-08_178d7ea2-00a2-484b-9fcd-33b5225ade04.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOLSON COORS BREWING CO (TAP)
CIK: 0000024545
Period of Report: 2009-12-04

Reporting Person: Nooya Investments LTD (10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-12-04 Forward Contract (right to sell) $ J 700000 Acquired 2014-12-08 Class B Common Stock (700000) Indirect

Footnotes

F1: On December 1, 2009, Pentland Securities (1981) Inc. ("Pentland") entered into an OTC forward contract and a related
confirmation, supplemented by a notice dated December 4, 2009, that provided the price terms of the contract (collectively,
the "Forward") with an unaffiliated third party buyer ("Buyer") as part of a monetization transaction (the "Transaction").
Pentland is owned by the reporting person and another shareholder. As part of the Transaction, an affiliate of Buyer
("Bank") has agreed to make a loan to Pentland in the principal amount of US $22,918,500 (the "Loan"), the principal of
which and accrued interest thereon is payable in cash at the settlement of the Forward. Pentland's obligations under the
Loan will be secured by a senior pledge to Bank of 700,000 Class B exchangeable shares of Molson Coors
Canada Inc. ("Exchangeable Shares"), a subsidiary of Molson Coors Brewing Company ("Molson Coors"), and Pentland's rights
under the Forward.

F2: Pentland's obligations under the Forward are secured by a subordinate pledge to Buyer of the same 700,000 Exchangeable
Shares. The Exchangeable Shares are exchangeable at the option of the holder for shares of Class B common stock of Molson
Coors ("Class B Shares") on a one-for-one basis. Under the pledges, Pentland may exchange the Exchangeable Shares for a
like number of Class B Shares obtained in exchange for Exchangeable Shares, which will become subject to the pledges (any
shares subject to the pledges, whether Exchangeable Shares or Class B Shares, the "Pledged Shares"). Pentland has retained
voting rights in the Pledged Shares and the right to any dividends or distributions paid in cash on the Pledged Shares in
any year, up to $0.96 per share. Any cash dividends and cash distributions in excess of that amount are payable by Pentland
to Buyer.

F3: The purchase date of the Forward is December 8, 2014 (the "Purchase Date"), and settlement of the Forward will occur three
business days after the Purchase Date. The Forward provides for cash settlement. However, Pentland may elect to switch from
cash settlement to settling the Forward by delivering 700,000 Class B Shares to Buyer (and, depending upon the availability
of certain exemptions from the prospectus requirements under Canadian securities laws, elect to switch from physical
settlement to cash settlement, and vice versa). Any such election must be made at least a specified number of days prior to
the Purchase Date, which depends on whether the Pledged Shares comprise Exchangeable Shares or Class B Shares and on certain
Canadian securities law considerations.

F4: Under the Forward, the "Relevant Price" will equal the average of the volume-weighted average per share price of the Class B
Shares for each of the five trading days immediately preceding the Purchase Date, and the "Forward Price" will equal the
Relevant Price, subject to a cap price of $54.22 ("Cap Price") and a floor price of $41.00 ("Floor Price"). Accordingly,
(i) if the Relevant Price is greater than or equal to the Cap Price, the Forward Price will be equal to the Cap Price, (ii)
if the Relevant Price is less than or equal to the Floor Price, the Forward Price will be equal to the Floor Price, and
(iii) if the Relevant Price is between the Floor Price and the Cap Price, the Forward Price will be equal to the Relevant
Price.

F5: The Forward Price is subject further to downward adjustment by the value of any dividends or distributions on the Pledged
Shares made other than in cash.

F6: Under cash settlement of the Forward:
(i) if the Relevant Price is greater than the Forward Price, Pentland will pay Buyer an amount equal to the difference
between the Relevant Price and the Forward Price, multiplied by 700,000;
(ii) if the Relevant Price is less than the Forward Price, then Buyer will pay Pentland an amount equal to the difference
between the Forward Price and the Relevant Price, multiplied by 700,000; and
(iii) if the Relevant Price is equal to the Forward Price, then no payment will be due from either party, and the Forward
will terminate.
If the Forward is settled by physical delivery, Pentland will deliver 700,000 Class B Shares to Buyer, and
Buyer will pay Pentland an amount equal to 700,000 multiplied by the Forward Price.