Edgar Filing: MOLSON COORS BREWING CO

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 ^*

Lincolnshire Holdings LTD

2. Issuer Name and Ticker or Trading Symbol
MOLSON COORS BREWING CO [TAP.A TAP]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

335 8TH AVENUE S.W., SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2007

(Street)

CALGARY, A0 T2P 1C9

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

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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

Class B exchangeable shares of Molson Coors Canada Inc

⁽¹⁾

11/16/2007

J⁽²⁾

798,846 ⁽²⁾ ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Class B Common Stock

792,846 ⁽³⁾

$ 51.59 ⁽⁶⁾

By 4280661 Canada Inc. ⁽⁷⁾

Class B exchangeable shares of Molson Coors Canada Inc

⁽¹⁾

11/16/2007

J⁽²⁾

792,846 ⁽²⁾ ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Class B Common Stock

792,846 ⁽³⁾

$ 51.59 ⁽⁶⁾

883,234 ⁽³⁾

By 4198832 Canada Inc. ⁽⁸⁾

Class B exchangeable shares of Molson Coors Canada Inc

⁽¹⁾

⁽⁴⁾

⁽⁵⁾

Class B Common Stock

3,449,132 ⁽³⁾

By Pentland Securities (1981) Inc. ⁽⁹⁾

Class B exchangeable shares of Molson Coors Canada Inc

⁽¹⁾

⁽⁴⁾

⁽⁵⁾

Class B Common Stock

71,280 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lincolnshire Holdings LTD 335 8TH AVENUE S.W., SUITE 700 CALGARY, A0 T2P 1C9		X

Signatures

/s/ Eric H. Molson, President		11/19/2007
^**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)	Exchangeable on a 1-for-1 basis for shares of the corresponding class of Molson Coors Brewing Company ("Molson Coors") common stock.
(2)	These shares were sold by 4280661 Canada Inc. ("4280661"), a wholly owned subsidiary of Pentland Securities (1981) Inc. ("Pentland"), to 4198832 Canada Inc. ("4198832"), a wholly owned subsidiary of Lincolnshire Holdings Limited ("Lincolnshire). Pentland is owned by Lincolnshire and another shareholder. Lincolnshire had previously reported indirect ownership of all Class B exchangeable shares owned by 4280661, and the 792,846 shares sold by 4280661 to Lincolnshire represent Lincolnshire's pecuniary interest in such shares.
(3)	The share numbers reflect a 2-for-1 split of the Class B exchangeable shares of Molson Coors Canada Inc. and the Class B Common Stock of Molson Coors on October 3, 2007.
(4)	These shares are exchangeable at any time.
(5)	No expiration date, but redeemable by a subsidiary of Molson Coors at any time after February 9, 2045 for the corresponding class of Molson Coors Common Stock.
(6)	The consideration for the shares consisted of (i) an unsecured promissory note and (ii) redeemable, retractable non-voting preferred shares of 4198832. The purchase price was denominated in Canadian dollars ("Cdn. $") and is reported in U.S. dollars ("U.S. $") based on the noon buying rate on November 15, 2007, in New York City for Canadian dollars, as reported by the Federal Reserve Bank of New York, of Cdn. $0.9804 = U.S. $1.00.
(7)	These shares were owned directly by 4280661.
(8)	These shares are owned directly by 4198832.
(9)	These shares are owned directly by Pentland. Lincolnshire disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

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