exhibit412






                                      CLASS B COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                 CLASS B COMMON STOCK                                        MCB                                                                                                                                                                                                                                                                                                                                                                                                                                           CUSIP 60871R 20 9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   OPERATOR:  DKS                                                                                                                                                                                                                                                                                                                                                                                                                                           SEE REVERSE FOR CERTAIN DEFINITIONS                                                                                                                                                                                                      INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE                                                                                                                                                                                                                                                                                                                                                                                                             JANUARY  3, 2020                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           REV.  2    This certifies that                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     PROOF  OF:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            MOLSON  COORS BEVERAGE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   WO  - 19000494 FACE      is the owner of                                                                           FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK (NON-VOTING), $0.01 PAR VALUE PER SHARE, OF Molson Coors Beverage Company, transferable on the books of the Corporation by the holder thereof in person or by his  duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the  Transfer Agent and registered by the Registrar.   Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            (931)  388-3003                                                                                                                                                                                                                                                                                  EVE                                                                                                                                                                                                                                                                             B                 RA                                                                                                                                                                                                                                                                         S                                                                                                                                                                                                                                                                                                                                                                                            ABnote  North America                                                                                                                                                                                                                                                                    R                                  G                                                                                                                                                                                                                                                                 O                                        E                         COUNTERSIGNED AND REGISTERED:                                                                                                 COUNTERSIGNED:                                                                                                                                                                                                                                                               O                                                                                                                                                                                                                                                                                                                                                                                                                            SALES:  HOLLY GRONER 931-490-7660                                                                                                                                                                                                                                                                                                             C                     COMPUTERSHARE TRUST COMPANY, N.A.                                                                               OR                         AST TRUST COMPANY (CANADA)                                                                                                                                                                                                                                                             C                                                                                                                                                                                                                                                                                                                O                     (CANTON, MA, JERSEY CITY, NJ AND LOUISVILLE, KY)                                                                                                                                         CO-TRANSFER AGENT                                                                                                                                                                                                                                                                                                              M                                                                                                                                                                                                                                                               N                                                                                                    TRANSFER AGENT AND REGISTRAR                                                                                                                                MONTREAL, QUEBEC,                                                                                                                                                                                                                                                                                                               P                                                                                                                                                                                                                                                              O                                                                                                                                                                                                                                                                  TORONTO, ONTARIO                                                                                                                                                                                                                                                                            SEAL                                                                                                                                                                                                                                                                                                                                                                                                 711  ARMSTRONG LANE, COLUMBIA, TN 38401                                                                                                                                                                                                                                                                                                            A                                                                                                                                                                                                                                                               S                                                                                                                                                                                                                                                                    L                                                                                                                                                                                                                                                                           D                                N                                                                                                                                                                                                                                                                                                       Y                                                                                                                                                                                                                                                                     O      E                     E                                  BY:                                                                                                                           BY:                                                                                                                                                                                                                                                                        M     LAWAR                                       PRESIDENT                                                                                                               SECRETARY                                                                                                                                                                                                                AUTHORIZED SIGNATURE                                                                                                           AUTHORIZED SIGNATURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        P LEASE  INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS WITH CHANGES MAKE AND SEND ANOTHER PROOF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  C OLORS  SELECTED FOR PRINTING: INTAGLIO PRINTS IN SC-11A MEDIUM ORANGE. CERTIFICATE OF STOCK UNDERTINT PMS 144





 






                                                         MOLSON COORS BEVERAGE COMPANY            The    corporation       will  furnish     without     charge      to  each     stockholder       who     so   requests      in  writing     a  full  statement       of  the  designations,        preferences,        limitations     and    relative    rights   of  each     class   of   stock    or  series    thereof     of  the   corporation       and   the  variations     in  the   relative   rights   and    preferences        between      the   shares     of  any   series    of  preferred     stock,    so   far as   the   same     have  been    fixed   and    determined,        and   the   authority     of the   board    of  directors     to  fix and    determine      the   relative    rights   and   preferences  of  any   series    of  preferred     stock.    Such     requests      may    be   made     to  the  corporation       or  the   transfer    agent.  KEEP      THIS     CERTIFICATE           IN  A   SAFE     PLACE.       IF   IT  IS  LOST,     STOLEN,         OR    DESTROYED,            A  BOND       OF    INDEMNITY          WILL  BE   REQUIRED           AS   A  CONDITION           TO   THE     ISSUANCE          OF    A  REPLACEMENT               CERTIFICATE.             The  following   abbreviations,    when    used   in the  inscription  on  the  face  of  this certificate, shall  be  construed    as  though    they  were   written  out  in  full according   to  applicable   laws   or regulations:       TEN    COM—as        tenants   in common                                                         UNIF   GIFT   MIN   ACT—                        Custodian      TEN    ENT    —as    tenants   by  the  entireties                                                                                  (Cust)                         (Minor)                                                                                                                                    under   Uniform    Gifts  to Minors      JT  TEN     —as      joint tenants   with  right of                       survivorship    and   not as  tenants                                                                        Act                       in common                                                                                                                        (State)                                                  Additional   abbreviations     may   also  be  used   though    not  in the above    list.            For         value          received,                                           hereby           sell,       assign          and       transfer             unto      PLEASE   INSERT   SOCIAL   SECURITY    OR  OTHER           IDENTIFYING    NUMBER    OF  ASSIGNEE                                          PLEASE   PRINT  OR TYPEWRITE    NAME   AND  ADDRESS   INCLUDING   POSTAL   ZIP CODE  OF  ASSIGNEE                                                                                                                                                                   Shares  of    the      Capital              Stock           represented                by      the      within           Certificate,                  and       do     hereby  irrevocably                  constitute              and       appoint   Attorney                  to     transfer              the       said        stock         on       the       books          of     the       within-named Corporation                     with         full       power          of    substitution                  in     the      premises.  Dated,                                                    X           NOTICE:                                                                                      (SIGNATURE)  THE    SIGNATURE(S)        TO  THIS  ASSIGNMENT       MUST  CORRESPOND        WITH   THE  NAME(S)      AS   WRITTEN  UPON    THE   FACE   OF  THE  CERTIFICATE       IN  EVERY  PARTICULAR        WITHOUT  ALTERATION         OR     EN-                    X  LARGEMENT         OR     ANY                                                                          (SIGNATURE)  CHANGE     WHATEVER.                                                      IN THE   UNITED   STATES,    THE   SIGNATURE(S)      MUST   BE  GUARANTEED        BY  AN  ELIGIBLE    GUARANTOR                                                      INSTITUTION     (BANKS,   STOCKBROKERS,         SAVINGS    AND   LOAN    ASSOCIATIONS       AND   CREDIT    UNIONS                                                      WITH  MEMBERSHIP       IN AN  APPROVED      SIGNATURE      GUARANTEE       MEDALLION     PROGRAM),      PURSUANT                                                      TO  S.E.C. RULE   17Ad-15.                                                      IN CANADA,    THE   SIGNATURE(S)      MUST   BE  GUARANTEED        BY  A CANADIAN     SCHEDULE      1 CHARTERED                                                      BANK,   A  MAJOR     TRUST    COMPANY       IN CANADA      OR   A  MEMBER      OF  ONE    OF   THE   RECOGNIZED                                                      MEDALLION     PROGRAMS       —  SECURITIES     TRANSFER     AGENTS    MEDALLION      PROGRAM      (STAMP),   STOCK                                                      EXCHANGES       MEDALLION      PROGRAM      (SEMP)   OR   NEW    YORK    STOCK    EXCHANGE,      INC.  MEDALLION                                                      SIGNATURE     PROGRAM      (MSP).                                                     SIGNATURE(S)              GUARANTEED               BY:                               ABnote North America                                                                       PROOF OF: DECEMBER 26, 2019                 711 ARMSTRONG LANE, COLUMBIA, TN 38401                                                        MOLSON COORS BEVERAGE COMPANY                                       (931) 388-3003                                                 WO - 19000494  BACK                              OPERATOR:  DKS                         SALES: HOLLY GRONER     931-490-7660                                                                           NEW    PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:    OK AS IS    OK WITH CHANGES    MAKE CHANGES AND SEND ANOTHER PROOF