FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
___ Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
___ Form 3 Holdings Reported.
_X_ Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Charles A. Adams
2730 NW 31st Avenue
Portland, Oregon 97210
2. Issuer Name and Ticker or Trading Symbol
Portland Brewing Company
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
N/A
4. Statement for Month/Year
December 31, 1999
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/ X / Director
/ X / Officer (give title below)
President, CEO and Chairman
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/X / 10% Owner
/ / Other (specify below)N/A
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7. Individual or Joint/Group Filing (Check Applicable Line)
/X / Form Filed by One Reporting Person
/ / Form Filed by More than One Reporting Person
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
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FORM 5 (continued)
Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
(i) Common Stock
(ii) Common Stock
(iii) Common Stock
(iv) Common Stock
(v) Series A Preferred Stock
2. Transaction Date(s) (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 at End of Issuer's Fiscal Year
(Instr. 3 and 4)
(i) 180,300
(ii) 666,192
(iii) 525
(iv) 525
(v) 2885
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
(i) I
(ii) I
(iii) I
(iv) I
(v) I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(i) By Electra Partners, Inc. (1)
(ii) As Trustee of the Charles A. Adams Family Trust
(iii) By Mr. Adams' daughter
(iv) By Mr. Adams' son
(v) As Trustee of the Charles A. Adams Family Trust
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FORM 5 (continued)
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)
(i) Incentive Stock Option - Old (2)
(right to buy)
(ii) Incentive Stock Option - Regrant (3)
(right to buy)
(iii) Common Stock Purchase Warrant (4)
(right to buy)
2. Conversion or Exercise Price of Derivative Security
(i) $5.86
(ii) $0.594
(iii) $3.33333
3. Transaction Date (Month/Day/Year)
(i) May 20, 1999
(ii) May 20, 1999
(iii)
4. Transaction Code (Instr. 8)
(i) D4
(ii) A4
(iii)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
4 and 5)
(i)
(A)
(D) 36,000
(ii)
(A) 36,000
(D)
(iii)
(A)
(D)
6. Date Exercisable and Expiration Date (Month/Day/Year)
(i) Date Exercisable: (5)
Expiration Date: November 9, 1999
(ii) Date Exercisable: May 20, 2000
Expiration Date May 20, 2009
(iii) Date Exercisable: Immediately
Expiration Date: December 31, 2002
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FORM 5 (continued)
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(i) Title: Common Stock
Amount or Number of Shares: 36,000
(ii) Title: Common Stock
Amount or Number of Shares: 36,000
(iii) Title: Common Stock
Amount or Number of Shares: 32,886.75
8. Price of Derivative Security (Instr. 5)
(i)
(ii)
(iii)
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4)
(i) 0
(ii) 36,000
(iii) 32,886.75
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
(i) D
(ii) D
(iii) I
11. Nature of Indirect Beneficial Ownership (Instr. 4)
(i)
(ii)
(iii) By Electra Partners, Inc.
Explanation of Responses:
(1) Mr. Adams has a pecuniary interest in Electra Partners, Inc.
(2) These options were granted to Mr. Adams in November 1994 at $5.86.
These options were cancelled.
(3) These options were granted on May 20, 1999 as replacement options
for the options mentioned in note (1) above.
(4) These warrants were issued to Electra Partners, Inc. - a company in
which Mr. Adams has a pecuniary interest.
(5) These options were cancelled on May 20, 1999. However, they had
become fully exercisable on November 9, 1998.
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FORM 5 (continued)
/s/ C A Adams 7/28/00
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** Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential person(s) who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB number.
