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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 35.6094 | 11/18/2008 | 11/18/2008 | D | 4,000 | (2) | (2) | Common Stock | 4,000 | $ 34.3906 (2) | 0 | D | |||
| Stock Options | $ 35.2032 | 11/18/2008 | 11/18/2008 | D | 4,000 | (2) | (2) | Common Stock | 4,000 | $ 34.7968 (2) | 0 | D | |||
| Stock Options | $ 40.17 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 29.83 (2) | 0 | D | |||
| Stock Options | $ 53.515 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 16.485 (2) | 0 | D | |||
| Stock Options | $ 49.59 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 20.41 (2) | 0 | D | |||
| Stock Options | $ 51.2 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 18.8 (2) | 0 | D | |||
| Stock Options | $ 47.32 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 22.68 (2) | 0 | D | |||
| Stock Options | $ 44.85 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 25.15 (2) | 0 | D | |||
| Stock Options | $ 49.435 | 11/18/2008 | 11/18/2008 | D | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 20.565 (2) | 0 | D | |||
| Phantom Stock Units | (3) | 11/17/2008 | A(4) | 134 | (4) | (4) | Common Stock | 134 | $ 70 | 9,048 | D | ||||
| Phantom Stock Units | (3) | 11/18/2008 | 11/18/2008 | D | 9,048 | (5) | (5) | Common Stock | 9,048 | $ 70 (5) | 0 | D | |||
| Deferred Stock Units | (3) | 11/18/2008 | 11/18/2008 | D | 2,440 | (6) | (6) | Common Stock | 2,440 | $ 70 (6) | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROCHE JOYCE M GIRLS INCORPORATED 120 WALL STREET NEW YORK, NY 10005 |
X | |||
| Laura H. Reeves, Attorney-in-Fact for Joyce M. Roch? | 11/18/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, these shares were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares and (b) the per share merger consideration of $70.00. |
| (2) | Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, each outstanding unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess of the per share merger consideration of $70.00 over the per share exercise price of such option, less any applicable tax withholding. |
| (3) | This security converts to Common Stock on a 1-for-1 basis. |
| (4) | Phantom Stock Units acquired pursuant to the Anheuser-Busch Companies Inc. Deferred Compensation Plan for Non-Employee Directors. Payable in cash triggered by the earliest of the following: (1) the date specified by the reporting person, payable in either a lump sum or equal quarterly installments over a period not to exceed ten (10) years as selected by the reporting person; (2) death, payable in a lump sum; or (3) a Change of Control, payable in a lump sum. |
| (5) | Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, all Phantom Stock Units, each of which represents the value of one actual share of Common Stock and have no exercise feature or expiration date, were cancelled at the effective time of the merger for cash equal to the product of (a) the number of shares underlying the Phantom Stock Units and (b) the per share merger consideration of $70.00, less any applicable tax withholding. |
| (6) | Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, these Deferred Stock Units, each of which represents the value of one actual share of Common Stock and have no exercise feature or expiration date, were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying the Deferred Stock Units and (b) the per share merger consideration of $70.00, less any applicable tax withholding. |