MOLSON COORS BEVERAGE CO — Director's Dealing 2017

Sep 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOLSON COORS BREWING CO (TAP)
CIK: 0000024545
Period of Report: 2017-09-11

Reporting Person: Pentland Securities (1981) Inc. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-11	Forward Contract (right to sell)	$	J	321000	Disposed	2017-09-11	Class B Common Stock (321000)	Direct

Footnotes

F1: On December 3, 2014, the reporting person ("Pentland") entered into an OTC Forward Master Agreement (the "Forward Agreement") and a related confirmation, supplemented by a notice dated December 8, 2014 that provided the price terms of the Forward Agreement (collectively, the "Forward") with an unaffiliated third party buyer ("Buyer") as part of a monetization transaction (the "Monetization Transaction").

F2: As part of the Monetization Transaction, a Canadian chartered bank affiliate of Buyer ("Bank") made a zero coupon loan to Pentland in the principal amount of US$14,586,013.94 (the "Loan") that was payable in cash at the settlement of the Forward. Pentland's obligations under the Loan were secured by a senior pledge to Bank of 321,000 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 Agreement. Pentland's obligations under the Forward Agreement were secured by a subordinate pledge to Buyer of the 321,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for Class B common stock of Molson Coors ("Class B Shares") on a one-for-one basis.

F3: On September 11, 2017, Pentland and Buyer entered into a letter agreement (the "Early Termination Agreement") which provides for the early termination and cash settlement of the Forward and the Forward Agreement in consideration for the payment by Pentland to Buyer of an amount to be calculated pursuant to the Early Termination Agreement. In addition, on or about September 15, 2017, Pentland will repay the Loan in full. In order to finance the payments required to be made by Pentland pursuant to the Early Termination Agreement and the repayment of the Loan, Pentland will enter into another loan agreement with Bank pursuant to which Bank will agree to make a loan to Pentland in the principal amount of approximately US$23 million, which loan will be secured by a senior pledge to Bank of 321,000 Exchangeable Shares.