-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N1XejqennH4dhRfgl9aML91rdJ/iqmJLGNnptefc42+/ALEASpVVWDUqVmO8T2eh HuiZv9qVjntn1PANPKBUug== 0000892917-10-000272.txt : 20101018 0000892917-10-000272.hdr.sgml : 20101018 20101015201508 ACCESSION NUMBER: 0000892917-10-000272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101018 DATE AS OF CHANGE: 20101015 GROUP MEMBERS: ANN G. WIDMER GROUP MEMBERS: KURT R. WIDMER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Widmer Kurt R CENTRAL INDEX KEY: 0001438910 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 929 NORTH RUSSELL STREET CITY: PORTLAND STATE: OR ZIP: 97227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRAFT BREWERS ALLIANCE, INC. CENTRAL INDEX KEY: 0000892222 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 911141254 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49527 FILM NUMBER: 101126778 BUSINESS ADDRESS: STREET 1: 929 NORTH RUSSELL CITY: PORTLAND STATE: OR ZIP: 97227 BUSINESS PHONE: 503-331-7270 MAIL ADDRESS: STREET 1: 929 NORTH RUSSELL CITY: PORTLAND STATE: OR ZIP: 97227 FORMER COMPANY: FORMER CONFORMED NAME: REDHOOK ALE BREWERY, INC DATE OF NAME CHANGE: 20080626 FORMER COMPANY: FORMER CONFORMED NAME: REDHOOK ALE BREWERY INC DATE OF NAME CHANGE: 19950703 SC 13D/A 1 kurtsc13d101015.htm AMENDMENT NO. 1 kurtsc13d101015.htm - Generated by SEC Publisher for SEC Filing

CUSIP 224122 101

Page 1 of 8 pages

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

------------------------------

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Craft Brewers Alliance, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.005 per share

(Title of Class of Securities)

 

224122 10 1

(CUSIP Number)

 

Kurt R. Widmer

Craft Brewers Alliance, Inc.

929 North Russell Street

Portland, Oregon  97227-1733

Telephone:  (503) 281-2437

(Name, Address, and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

Copy to:

 

Mary Ann Frantz

Miller Nash LLP

111 S.W. Fifth Avenue, Suite 3400

Portland, Oregon  97204

Telephone:  (503) 224-5858

 

October 1, 2010

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP 224122 101

Page 2 of 8 pages

 

 

13D

 

1.         Names of Reporting Persons

 

            I.R.S. Identification Nos. of Above Persons (Entities Only)

 

            Kurt R. Widmer

            ------------------------------------------------------------------------------------------------------------

2.         Check the Appropriate Box if a Member of a Group

            [X]       (a)

            [  ]        (b)

 

3.         SEC Use Only

            ------------------------------------------------------------------------------------------------------------

 

4.         Source of Funds

 

            Not applicable

            ------------------------------------------------------------------------------------------------------------

5.         [  ]        Check Box if Disclosure of Legal Proceedings is

                          Required Pursuant to Item 2(d) or 2(e)

            ------------------------------------------------------------------------------------------------------------

6.         Citizenship or Place of Organization

 

            United States

            ------------------------------------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

 

7.         Sole Voting Power

 

            0

            ------------------------------------------------------------------------------------------------------------

8.         Shared Voting Power

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

9.         Sole Dispositive Power

 

            0

            ------------------------------------------------------------------------------------------------------------

10.       Shared Dispositive Power

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

 


 

CUSIP 224122 101

Page 3 of 8 pages

 

11.       Aggregate Amount Beneficially Owned by Each Reporting Person

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

 

12.       [  ]        Check Box if the Aggregate Amount in Row 11 Excludes

                          Certain Shares

 

13.       Percent of Class Represented by Amount in Row 11

 

            9.97 percent

            ------------------------------------------------------------------------------------------------------------

14.       Type of Reporting Person

 

            IN

            ------------------------------------------------------------------------------------------------------------

 


 

CUSIP 224122 101

Page 4 of 8 pages

 

 

1.         Names of Reporting Persons

 

            I.R.S. Identification Nos. of Above Persons (Entities Only)

 

            Ann G. Widmer

            ------------------------------------------------------------------------------------------------------------

2.         Check the Appropriate Box if a Member of a Group

            [X]       (a)

            [  ]        (b)

 

3.         SEC Use Only

            ------------------------------------------------------------------------------------------------------------

 

4.         Source of Funds

 

            Not applicable

            ------------------------------------------------------------------------------------------------------------

5.         [  ]        Check Box if Disclosure of Legal Proceedings is

                          Required Pursuant to Item 2(d) or 2(e)

            ------------------------------------------------------------------------------------------------------------

6.         Citizenship or Place of Organization

 

            United States

            ------------------------------------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

 

7.         Sole Voting Power

 

            0

            ------------------------------------------------------------------------------------------------------------

8.         Shared Voting Power

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

9.         Sole Dispositive Power

 

            0

            ------------------------------------------------------------------------------------------------------------

10.       Shared Dispositive Power

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

 


 

CUSIP 224122 101

Page 5 of 8 pages

 

11.       Aggregate Amount Beneficially Owned by Each Reporting Person

 

            1,876,781

            ------------------------------------------------------------------------------------------------------------

 

12.       [  ]        Check Box if the Aggregate Amount in Row 11 Excludes

                        Certain Shares

 

13.       Percent of Class Represented by Amount in Row 11

 

            9.97 percent

            ------------------------------------------------------------------------------------------------------------

14.       Type of Reporting Person

 

            IN

            ------------------------------------------------------------------------------------------------------------

 


 

CUSIP 224122 101

Page 6 of 8 pages

 

This Amendment No. 1 amends the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2010 to reflect the current ownership interest percentage of the Reporting Persons in the Issuer’s common stock, $0.005 par value, (“Common Stock”). This change in ownership percentage resulted from a combination of events.  On October 1, 2010, the Issuer issued 1,667,000 shares of Common Stock in connection with its acquisition of Kona Brewing Co., Inc. (“KBC”) and related subsidiaries (“Kona Merger”) (as reported on Form 8-K filed with the SEC on October 6, 2010). Separately, as of the filing of this Amendment No. 1, the Reporting Persons have sold a total of 93,100 shares of Common Stock in a series of transactions pursuant to a 10b5-1 Sales Plan (the “Plan”) (as reported on Form 4s filed with the SEC from September 20, 2010 through October 15, 2010).  The Plan is described further in Item 4 below.

 

Item 4.  Purpose of Transaction.

 

            Each Reporting Person may acquire or dispose of shares of Common Stock from time to time for personal reasons.  Mr. Widmer may, in the ordinary course of acting in his capacity as Chairman of the Board of Directors (the “Board”) of the Issuer, engage in activities relating to the strategy, business, assets, operations, capital structure, financial condition, extraordinary corporate transactions, and corporate governance of the Issuer. 

 

            As a result of the Kona Merger, pursuant to the associated agreement and plan of merger (“Merger Agreement”) approved by the Issuer’s Board, of which Mr. Widmer is a member, the Issuer must make commercially reasonable efforts to appoint a director as designated by the former shareholders of KBC.  The Board is evaluating several options, including increasing the number of positions on the Board. Such action would require the consent of Anheuser-Busch, Inc.

 

            On August 20, 2010, Mr. Widmer entered into the Plan with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Broker”) in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, pursuant to which the Broker is authorized and directed to sell up to 100,000 shares of Common Stock through December 31, 2010, subject to satisfaction of certain events, including among others, sale price and volume limitations.  As of the close of business on October 15, 2010, a total of 93,100 shares of Common Stock have been sold pursuant to the Plan.

 

Item 5.  Interest in Securities of the Issuer.

 

            (a)–(b)  Each of the Reporting Persons beneficially owns 1,876,781 shares of Common Stock, or 9.98 percent (based on 18,819,053 shares of Common Stock outstanding as of October 5, 2010, as reported on the Company's Current Report on Form 8-K filed October 6, 2010).  Each of the Reporting Persons has shared power to direct the vote and shared power to dispose of 1,876,781 shares of Common Stock. 

 

            (c)        Pursuant to the Plan described above, shares of Common Stock were sold in the open market on the dates, at the average price per share, and at the range of sales prices, if applicable, as indicated below:

 


 

CUSIP 224122 101

Page 7 of 8 pages

 

 

Sales Date

Shares
Sold

 

Average
Sales Price

 

Range of
Sales Prices

 

 

 

 

 

 

 

 

September 20, 2010

 

12,300 shares

 

at $8.03 per share

1

 

$8.00 - $8.26

September 21, 2010

 

10,300 shares

 

at $8.00 per share

1

 

$8.00 - $8.03

September 24, 2010

 

28,000 shares

 

at $7.90 per share

 

 

Not applicable

September 29, 2010

 

15,200 shares

 

at $7.77 per share

1

 

$7.75 - $7.83

September 30, 2010

 

6,800 shares

 

at $7.70 per share

 

 

Not applicable

October 6, 2010

 

5,700 shares

 

at $7.22 per share

1

 

$7.20 - $7.25

October 13, 2010

 

4,100 shares

 

at $6.55 per share

 

 

Not applicable

October 14, 2010

 

9,200 shares

 

at $6.50 per share

 

 

Not applicable

October 15, 2010

 

1,500 shares

 

at $6.50 per share

 

 

Not applicable

 

Note 1 - Multiple open market sales transactions were executed on this date.  The range of sales prices for these transactions is to the right, if applicable.  The Reporting Persons will provide to the staff complete information regarding each of these transactions upon request.

 

            (d)-(e)  Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Plan described in Item 4 above was entered into between Mr. Widmer and Broker effective August 20, 2010.  The Plan is structured to satisfy the conditions of Rule 10b5-1(c). Pursuant to the Plan, Broker is authorized and directed to sell on Mr. Widmer’s behalf up to 100,000 shares of Common Stock between September 20, 2010 and December 31, 2010, subject to certain conditions, including, among others, trading price and volume limitations. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 99.2 to this Amendment No. 1.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit 99.1 – Joint Filing Agreement dated February 11, 2010 is filed as Exhibit 99.1 to Schedule 13D filed February 16, 2010 and is incorporated herein by reference.

Exhibit 99.2 – Rule 10b5-1 Sales Plan between Kurt R. Widmer and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 20, 2010.

 


 

CUSIP 224122 101

Page 8 of 8 pages

 

 

SIGNATURES

 

            After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

 

 

Dated:  October 15, 2010

 

 

 

/s/ Kurt R. Widmer

 

 

Kurt R. Widmer

 

 

 

 

 

/s/ Ann G. Widmer

 

 

Ann G. Widmer

 

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations.  (See 18 U.S.C. 1001.)

 


 
EX-99 2 kurtsc13d101015ex99-2.htm EXHIBIT 99.2 kurtsc13d101015ex99-2.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.2

 

Issuer Name:   Craft Brewers Alliance. Inc.

Client Name:   Kurt R. Widmer

Symbol:            HOOK

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

 Rule 10b5-1 Sales Plan and Client Representations

 

            I, Kurt R. Widmer, as of the date below, establish this Sales Plan (“Plan”) in order to sell shares of the common stock (“Shares”) of Craft Brewers Alliance, Inc. (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).  I request that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) execute the Plan as follows:

 

1.         Sales Instructions for Sales/Exercises Starting on 30 days after the effective date of the Plan and ending 12/31/2010,

 

            1.1       For securities other than employee stock options, you are authorized to execute the transactions indicated by the checked box below:

[  ]        Sell __________ [number] of Shares every_________ [insert time period day, week, month, quarter, day/date of month, etc.)], provided the price per share is at or above $__________ [dollar amount] on the principal exchange or market on which the Shares are traded (“Exchange”).

 

            [ X ]     Sell Shares pursuant to the following table:

 

Start Date

     End Date

Share Quantity

Sale Price

 “Limit” or “Market”

30 days after the effective date of the plan

12/31/2010

100,000

$5.00

 

 

 

 

 

Total

 100,000

 

 

[ X ]  Implement Carryforward provision.  (Optional)

Under this provision, any Shares not sold as specified above because the parameters (e.g., specified sale price) under the Plan were not met, will carry forward to future _______ [time periods] until sold.

 

1


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

 

2.         Execution, Average Pricing and Pro Rata Allocation of Sales

 

            I agree and acknowledge that:

 

2.1       If my order to sell Shares pursuant to the Plan, whether market or limit, is handled by a Merrill Lynch trading desk, my order shall be handled as “not held”.  A “not held” or “working order” permits a Merrill Lynch trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.  This provision shall only apply to orders handled by a Merrill Lynch trading desk.

 

2.2       Merrill Lynch may execute my order:  (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate my order with other orders for other sellers of the Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them as a block or in multiple smaller transactions, and allocate an average price to each seller. 

 

2.3       When orders are aggregated, Merrill Lynch shall allocate the proceeds of shares sold pro rata among the sellers, based on the ratio of (x) the shares to be sold and (y) the sum of the proceeds of all shares sold, and Merrill Lynch will provide each seller an “average price confirmation” that identifies the amount of securities sold for the applicable seller together with an average price for sales.

 

3.         Stock Splits/Reincorporation/Reorganizations

 

            3.1       In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be sold will be adjusted proportionately.

 

            3.2       In the event of a stock dividend or spin-off, the quantity and price at which the Shares are to be sold will be adjusted as instructed by the Issuer. Any adjustment shall only become effective upon receipt by Merrill Lynch of written notice from Issuer as to the occurrence of the dividend or spin-off, as well as specific instructions as to the adjustment to the quantity and price at which Shares are to be sold.

 

            3.3       In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares of the Issuer for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

 

2


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

4.         Account Credit

In the event any scheduled sale of Shares or exercise of stock options and sale of the underlying Shares is not executed as provided for in Section 1 (or Section 7, if applicable) of the Plan, upon Merrill Lynch’s knowledge of such event, Merrill Lynch shall exercise stock options (if applicable) and sell Shares that should have been sold as soon as reasonably practicable, and will credit my account as if such sale had been executed as instructed in Section 1 (or Section 7, if applicable).

 

5.         Compliance with Rule 144 and Rule 145

 

            5.1       I understand and agree that if I am an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

 

            5.2       I authorize Merrill Lynch to complete and file on my behalf any Forms 144 (pre-signed by me) necessary to affect sales under the Plan.

 

            5.3       If appropriate, I understand and agree that, upon my prompt signature and delivery to Merrill Lynch of Form 144, Merrill Lynch will either:  (a) make one Form 144 filing at the beginning of each three-month period commencing with the date of the first sale made in connection with the Plan or (b) file Form 144 for each sale made in connection with the Plan.

 

            5.4       A Form 144 shall be filed for all applicable sales pursuant to this Plan and shall indicate that the sales are made pursuant to this Plan. 

 

            5.5       Merrill Lynch will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations as if the sales under the Plan were the only sales subject to the volume limitations.

 

            5.6       I agree not to take any action or to cause any other person or entity to take any action that would require me to aggregate sales of Shares pursuant to Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145

 

6.                  Representations, Warranties and Covenants

 

            In consideration of Merrill Lynch accepting orders to sell securities under this Plan, I make the following representations, warranties and covenants:

 

3


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

 

            6.1       I have established the Plan in good faith, in compliance with the requirements of Rule 10b5-1, and at a time when I was not aware of material nonpublic information about the Shares or the Issuer.


           
6.2       I have consulted with legal counsel and other advisors in connection with my decision to enter into the Plan and have confirmed that the Plan meets the criteria set forth in Rule 10b5-1.  I have not received or relied on any representations by Merrill Lynch regarding the Plan’s compliance with Rule 10b5-1.  Merrill Lynch does not provide legal or tax advice.

 

            6.3       I have provided, or caused the Issuer to provide, Merrill Lynch with a certificate completed by the Issuer, substantially in the form of Annex A hereto (“Issuer Certificate”).

 

            6.4       I own all Shares that are subject to the Plan free and clear of liens or encumbrances of any kind, and/or I will own all such Shares free and clear of liens or encumbrances of any kind at the time of their Sale as provided for in this Plan.  I will own any Shares acquired under employee stock options exercised pursuant to the Plan free and clear of liens or encumbrances, except for any liens or encumbrances in favor of Merrill Lynch.  There are no restrictions imposed on me, the Shares or the Issuer that would prevent Merrill Lynch or me from complying with the Plan.

 

            6.5       While the Plan is in effect, except as provided in the Plan, I will not engage in offsetting or hedging transactions in violation of Rule10b5-1; and I will notify Merrill Lynch in advance of any sales or purchases of, or derivative transactions on, any of the Issuer’s securities initiated by me.

 

            6.6       While the Plan is in effect, I will not disclose to any employee of Merrill Lynch, including my Private Wealth Advisor or Financial Advisor, any material nonpublic information concerning the Shares or the Issuer.

 

            6.7       While the Plan is in effect, I will not attempt to exercise any influence over how, when or whether to effect sales of Shares.

 

            6.8       The Plan does not violate the Issuer’s insider trading policies.

 

            6.9       I agree to make or cause to be made all filings required under the Securities Act and/or the Exchange Act, including under Rule 144, Section 13 and Section 16 of the Exchange Act, and any other filings necessary.

           

4


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

6.10     As to delivery requirements:

1.         For securities other than stock options, prior to the date of execution of any sales specified under the Plan, I agree to have delivered into the custody of Merrill Lynch the total amount of the Shares that may be sold pursuant to the Plan, together with all transfer documents and other authorizations required for Merrill Lynch to effect settlement of sales of such Shares on my behalf.

2.         For employee stock options, the number of options granted to me by the Issuer that are vested, exercisable and registered is equal to or greater than the number of options to be exercised and the underlying Shares to be sold under the Plan.  I agree to provide to Merrill Lynch all necessary documentation, properly executed, to affect the timely exercise of the stock options and the subsequent sale and settlement of the Shares.

3.         I agree that Merrill Lynch’s obligation to execute sales under the Plan is conditioned on the satisfaction of the foregoing delivery requirements.

6.11     Representation about status as an “affiliate,” as defined in Rule 144 (check one):

 

X

 

I am an affiliate of the Company.

 

 

 

 

 

 

 

 

 

I am not an affiliate of the Company.

 

 

            6.12     I agree to inform Merrill Lynch as soon as possible of any of the following:

1.         any subsequent restrictions imposed on me due to changes in the securities (or other) laws or of any contractual restrictions imposed on the Issuer that would prevent Merrill Lynch or me from complying with the Plan, and

 

2.         the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 7 or Section 8 of the Plan, respectively.

 

3.         if I become an “affiliate” as defined under Rule 144, after I have represented in 6.11 above that I am not an affiliate of the company.

 

5


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

7.         Suspension

 

            7.1       Sales pursuant to Section 1 above shall be suspended where:

 

1.         trading of the Shares on the Exchange is suspended for any reason;

 

2.         there is insufficient demand for any or all of the Shares at or above the specified price (e.g., the specified price met but all Shares could not be sold at or above the specified price);

 

3.         Merrill Lynch, in its sole discretion, determines that there is a legal, regulatory or contractual reason why it cannot affect a sale of Shares;

 

4.         Merrill Lynch is notified in writing by the Issuer that a sale of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to the Issuer or to me (including without limitation, Regulation M);

 

5.         Merrill Lynch is notified in writing by the Issuer that (i) in the case of Shares being sold pursuant to a registration statement filed under the Securities Act, the registration statement has terminated, been suspended, expired or is otherwise unavailable; or (ii) a public announcement of a public offering of securities by the Issuer has been made.

 

            7.2       Merrill Lynch will resume sales in accordance with the Plan as promptly as practicable after (a) Merrill Lynch receives notice in writing from the Issuer that it may resume sales in accordance with Section 1 of the Plan in the case of the occurrence of an Event described in 7.1.4 or 7.1.5 above; or (b) Merrill Lynch determines, in its sole discretion, that it may resume sales in accordance with the Plan in the case of the occurrence of an Event described in 7.1.1, 7.1.2 or 7.1.3 above.

 

            7.3       Shares allocated under the Plan for sale during a period that has elapsed due to a suspension under this Section will be carried forward to be sold with the next amount of shares to be sold in accordance with Section 1 of the Plan.  In the event Section 1 of the Plan provides for an amount of Shares to be sold during a given period pursuant to a limit order, Shares that would otherwise be permitted to be sold during that period, shall, upon lapse of the suspension, nonetheless be carried forward to be sold with the next amount of Shares to be sold in accordance with Section 1 of the Plan.

 

6


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

            7.4       Merrill Lynch is released from all liability in connection with any suspension of sales, including, but not limited to, liability for the expiration of stock options or loss of market value.

 

8.         Termination

            The Plan shall terminate on the earliest to occur of the following:

 

            8.1       the termination date listed above;

 

            8.2       the completion of all sales contemplated in Section 1 of the Plan;

 

            8.3       my or Merrill Lynch’s reasonable determination that:  (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws;  (b) I have not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) I have made misstatements in my representations or warranties in Section 6, above;

 

8.4       receipt by Merrill Lynch of written notice from the Issuer or me of:  (a) the filing of a bankruptcy petition by the Issuer; (b) the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part);

 

            8.5       receipt by Merrill Lynch of written notice of my death or legal incapacity;

 

            8.6       receipt by Merrill Lynch of written notice of termination from me.

 

9.         Indemnification

            9.1       I agree to indemnify and hold harmless Merrill Lynch and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to Merrill Lynch’s actions taken in compliance with the Plan, any breach by me of the Plan, or any violation by me of applicable federal or state laws or regulations.  This indemnification shall survive termination of the Plan.

            9.2       Merrill Lynch agrees to indemnify and hold me harmless from and against all claims, losses, damages and liabilities including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, arising out of or attributable to Merrill Lynch’s gross negligence or willful misconduct in connection with the Plan.

7


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

10.       Modification and Amendment

 

            The Plan, including the Sales Instruction, may be modified or amended only upon (a) the written agreement of me and Merrill Lynch; (b) the receipt by Merrill Lynch of written confirmation signed by me to the effect that the representations, warranties and covenants contained in Section 6 above, are true as of the date of such written confirmation; and (c) the receipt by Merrill Lynch of a new Issuer Certificate or written confirmation signed by the Issuer that the representations, warranties and covenants contained in the original Issuer Certificate are true as of the date of such written confirmation.

 

11.       Counterparts

 

            The Plan may be signed in counterparts, each of which will be an original.

 

12.       Entire Agreement

 

            The Plan, including the representations, warranties and covenants in Section 6, constitutes the entire agreement between me and Merrill Lynch regarding the Plan and supersedes any prior agreements or understandings regarding the Plan.  All transactions under this Plan will be subject to the terms and conditions of my Merrill Lynch Account Agreement.

 

13.       Notices

 

            All notices given by the parties under the Plan will be as follows:

 

            If to Merrill Lynch:

            Dean Woolworth and Manager Travis Barsotti

            Merrill Lynch, Pierce, Fenner & Smith Incorporated

            404 Kruseway Plaza, Suite 100

            Lake Oswego, OR 97035

            Phone #:  503-699-7231

            Fax #:  503-468-3010

            Email:  dean.woolworth@ml.com

 

            and

8


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

            U.S. Trust, Bank of America Private Wealth Management

            Merrill Lynch, Pierce, Fenner & Smith Incorporated

            4380 SW Macadam Avenue

            Suite 450

            Portland, OR 97239

            Phone #:  503-294-5553

            Fax #:  503-228-1724

            Email:  tami.m.olsen@ustrust.com

 

 

            If to me:

            Client address on file

 

14.       Officer & Director Equity Service

 

            If the seller is subject to the reporting requirements of Section 16 of the Exchange Act, complete the following to have transaction information for open market transactions under the Plan forwarded to a designated third party.

 

            14.1     I authorize Merrill Lynch to transmit transaction information via facsimile and/or email regarding open market transactions under the Plan to:

 

Name: Patrick Green

Name :

Title: Director of SEC Reporting/Investor Relations

Title:

Organization : Craft Brewers Alliance, Inc.

Organization:

Fax: (503) 331-7264

Fax:

Tel: (503) 331-7275

Tel:

e-mail: patrick.green@craftbrewers.com

e-mail:

 

            14.2     I understand that reasonable efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by the close of business on the day of the purchase or sale, but no later than the close of business on the first trading day following the purchase or sale.

 

            14.3     I acknowledge that Merrill Lynch (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

 

9


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

            14.4     If any of the above contact information changes, or I would like to terminate this authorization, I will promptly notify Merrill Lynch in writing.  I further authorize Merrill Lynch to transmit transaction information to a third party service provider who will make the information available to my designated representative(s) listed above.

 

15.       Governing Law

 

            This Plan will be governed by and construed in accordance with the laws of the State of New York.

 

 

 

By:

/s/ Kurt R. Widmer

 

 

Name:

Kurt R. Widmer

 

 

 

 

 

 

Date:

8/20/10

 

Acknowledged and Agreed this 20th day of August, 2010:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

By:

/s/ Bart Stuart

 

 

 

Name:

Bart Stuart

 

 

 

Title:

Admin Manager

 

 

 

 

10


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

Annex A – Issuer Certificate

 

This Annex A may not be amended except in accordance with the Plan.

            1.         Craft Brewers Alliance, Inc. (the “Issuer”) certifies that it has approved, and retained a copy of, the Sales Plan dated August 20, 2010 (the “Plan”) between Kurt R. Widmer (“Seller”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) relating to the common stock of the Issuer (the “Shares”).

            2.         The Plan is consistent with Issuer’s insider trading policies, and, to the best of Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller as of the date of this representation that would prohibit Seller from entering into the Plan or affecting any sale of Shares pursuant to the Plan.

            3.         While the Plan is effective, Issuer agrees to provide notice as soon as practicable to Merrill Lynch in the event of:

a.         the selling of the Shares pursuant to a registration statement or the termination, expiration, suspension or unavailability of the registration statement;

 

b.         a public announcement of a public offering of securities by the Issuer;

 

c.         a legal, regulatory or contractual restriction applicable to Seller or Seller’s affiliates, including without limitation, under Regulation M, that would prohibit any sale pursuant to the Plan (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the Issuer or its securities) (the notice merely stating that a restriction applies to Seller without specifying the reasons for the restriction);

d.         the filing of a bankruptcy petition by the Issuer;

e.         the closing of  a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or

f.          the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part).

11


 

 

Issuer Name:   Craft Brewers Alliance. Inc.                                                                       

Client Name:   Kurt R. Widmer

Symbol:            HOOK                                  

Start Date:       30 days after the effective date of the Plan

End Date:         12/31/2010

 

            The notice shall be provided by facsimile to Dean Woolworth, Merrill Lynch, at 503-468-3010 and shall indicate the anticipated duration of the restriction but shall not include any other information about the nature of the restriction or its applicability to Seller.  In any event, the Issuer shall not communicate any material nonpublic information about Issuer or its securities to Merrill Lynch with respect to the Plan.

            4.         To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Plan, and in acknowledgment of Merrill Lynch’s agreement in Section 5 of the Plan that sales of Shares under the Plan will be effected in compliance with Rule 144, the Issuer agrees that it will, immediately upon Seller’s directing delivery of Shares into an account at Merrill Lynch in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of Shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer.

            5.         If the Plan covers options, Issuer acknowledges that Seller has authorized Merrill Lynch to serve as Seller’s agent and attorney-in-fact to exercise certain stock options to purchase the Shares from time to time pursuant to the Plan.  Issuer agrees to accept, acknowledge and affect the exercise of such stock options by Merrill Lynch and the delivery of the underlying Shares to Merrill Lynch, free of any legend or statement restricting their transferability to a buyer.  By signing below and upon delivery of funds representing the exercise price (plus any applicable taxes), the Issuer, for itself and its agents, acknowledges:  (1) the security interest of Merrill Lynch in the underlying Shares and (2) that prior to delivery to Merrill Lynch, the Issuer holds the underlying Shares as bailee for Merrill Lynch.

Dated:

August 20, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Patrick Green

 

 

 

Name:

Patrick Green

 

 

 

 

Director of SEC Reporting

    & Investor Relations

 

 

 

 

12


 
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