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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schmaderer Charles J.
2. Issuer Name and Ticker or Trading Symbol

AMCON DISTRIBUTING CO [ DIT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP,CFO & Secretary
(Last)          (First)          (Middle)

C/O AMCON DISTRIBUTING COMPANY, 7405 IRVINGTON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/9/2020
(Street)

OMAHA, NE 68122
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $.01 per share         766 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)           (1)10/22/2029 Common Stock 334  334 D  
Restricted Stock Units  (2)           (2)10/27/2030 Common Stock 500  500 D  
Stock Option (Right to Buy) $53.8 12/9/2020  H     500   (3)10/25/2021 Common Stock 500 $39.2 (3)0 D  
Stock Option (Right to Buy) $62.33 12/9/2020  H     500   (4)10/23/2022 Common Stock 500 $30.67 (4)0 D  
Stock Option (Right to Buy) $81.03            (5)1/27/2025 Common Stock 500  500 D  
Stock Option (Right to Buy) $91.65            (6)10/25/2026 Common Stock 500  500 D  
Stock Option (Right to Buy) $90.5            (7)10/24/2027 Common Stock 500  500 D  
Stock Option (Right to Buy) $84            (8)10/23/2028 Common Stock 500  500 D  

Explanation of Responses:
(1) Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 500 RSU award on October 22, 2020, October 22, 2021 and October 22, 2022.
(2) Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 500 RSU award on October 27, 2021, October 27, 2022, and October 27, 2023.
(3) This option vests in five equal annual installments of 100 shares on each of October 25, 2012, October 25, 2013, October 25, 2014, October 25, 2015 and October 25, 2016. This option was surrendered and cancelled in exchange for a cash payment of $39.20 per share.
(4) This option vests in five equal annual installments of 100 shares on each of October 23, 2013, October 23, 2014. October 23, 2015, October 23, 2016 and October 23, 2017. This option was surrendered and cancelled in exchange for a cash payment of $30.67 per share.
(5) This option vests in five equal annual installments of 100 shares on each of January 27, 2016, January 27, 2017, January 27, 2018, January 27, 2019 and January 27, 2020.
(6) This option vests in five equal annual installments of 100 shares on each of October 25, 2017, October 25, 2018, October 25, 2019, October 25, 2020 and October 25, 2021.
(7) This option vests in five equal annual installments of 100 shares on each of October 24, 2018, October 24, 2019. October 24, 2020, October 24, 2021 and October 24, 2022.
(8) This option vests in five equal annual installments of 100 shares on each of October 23, 2019, October 23, 2020. October 23, 2021, October 23, 2022 and October 23, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schmaderer Charles J.
C/O AMCON DISTRIBUTING COMPANY
7405 IRVINGTON ROAD
OMAHA, NE 68122


VP,CFO & Secretary

Signatures
Charles J Schmaderer12/11/2020
**Signature of Reporting PersonDate

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