Edgar Filing: Beam Suntory Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rose Kenton R

2. Issuer Name and Ticker or Trading Symbol
Beam Suntory Inc. [NYSE: BEAM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & GC, CAO & Secretary

(Last)

(First)

(Middle)

BEAM INC., 510 LAKE COOK ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2014

(Street)

DEERFIELD, IL 60015

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $3.125	04/30/2014		D		7,826 ⁽¹⁾	D	$ 83.5	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 57.18

04/30/2014

27,196

⁽²⁾

09/28/2014

Common Stock

27,196

⁽²⁾

Employee Stock Option (Right to Buy)

$ 67.19

04/30/2014

25,911

⁽²⁾

09/24/2014

Common Stock

25,911

⁽²⁾

Employee Stock Option (Right to Buy)

$ 47.32

04/30/2014

25,911

⁽²⁾

09/29/2015

Common Stock

25,911

⁽²⁾

Employee Stock Option (Right to Buy)

$ 35.67

04/30/2014

4,962

⁽²⁾

09/30/2016

Common Stock

4,962

⁽²⁾

Employee Stock Option (Right to Buy)

$ 36.25

04/30/2014

31,347

⁽²⁾

02/22/2017

Common Stock

31,347

⁽²⁾

Employee Stock Option (Right to Buy)

$ 51.08

04/30/2014

24,095

⁽²⁾

02/22/2021

Common Stock

24,095

⁽²⁾

Employee Stock Option (Right to Buy)

$ 44.75

04/30/2014

34,900

⁽²⁾

10/04/2021

Common Stock

34,900

⁽²⁾

Employee Stock Option (Right to Buy)

$ 55.43

04/30/2014

12,846

⁽²⁾

02/21/2022

Common Stock

12,846

⁽²⁾

Employee Stock Option (Right to Buy)

$ 61.42

04/30/2014

12,405

⁽²⁾

02/21/2023

Common Stock

12,405

⁽²⁾

Restricted Stock Units

$ 0

04/30/2014

274

⁽³⁾

⁽⁴⁾

Common Stock

274

⁽³⁾

Restricted Stock Units

$ 0

04/30/2014

4,412

⁽⁵⁾

⁽⁴⁾

Common Stock

4,412

⁽⁵⁾

Restricted Stock Units

$ 0

04/30/2014

3,175

⁽³⁾

⁽⁴⁾

Common Stock

3,175

⁽³⁾

Restricted Stock Units

$ 0

04/30/2014

3,518

⁽³⁾

⁽⁴⁾

Common Stock

3,518

⁽³⁾

Restricted Stock Units

$ 0

04/30/2014

6,146

⁽⁶⁾

⁽⁴⁾

Common Stock

6,146

⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rose Kenton R BEAM INC., 510 LAKE COOK ROAD DEERFIELD, IL 60015			SVP & GC, CAO & Secretary

Signatures

Leslie W. Jensen, Attorney-in-Fact for Kenton R. Rose		05/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents shares of common stock that were cancelled and converted into the right to receive $83.50 per share pursuant to the merger agreement among the issuer, Suntory Holdings Limited and SUS Merger Sub Limited (the "Merger Agreement").
(2)	This option was cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share minus the exercise price, multiplied by the number of options.
(3)	These restricted stock units ("RSUs") were cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share.
(4)	N/A.
(5)	Pursuant to the transactions contemplated by the Merger Agreement, 4,412 RSUs are being cancelled for no consideration.
(6)	Pursuant to the transactions contemplated by the Merger Agreement, these RSUs are being cancelled in exchange for a cash-based phantom unit award subject to continued employment, with a floor price of $66.97.

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