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<TITLE> The Boston Beer Company, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	December 9, 2015
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	The Boston Beer Company, Inc.
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	(Exact name of registrant as specified in its charter)
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	Massachusetts
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	001-14092
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	04-3284048
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	One Design Center Place, Suite 850, Boston, Massachusetts
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	02210
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_________________________________<BR>
	(Address of principal executive offices)
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	(617) 368-5000
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	Not Applicable
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	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
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of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Item&nbsp;5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.</B>
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<P align="left" style="font-size: 11pt"><U><B>Promotion and Departure of Certain Named Executive Officers (&#147;NEOs&#148;)</B></U>


<P align="left" style="font-size: 11pt; text-indent: 4%">On December&nbsp;9, 2015, the Board of Directors of The Boston Beer Company, Inc. (NYSE: SAM) (the
&#147;Company&#148;) approved the promotion of John C. Geist from Vice President of Sales to the
newly-created position of Chief Sales Officer, effective January&nbsp;1, 2016. In connection with this
promotion, effective January&nbsp;1, 2016, Mr.&nbsp;Geist&#146;s base salary will be increased to $500,000 per
year, an 11.1% increase from his current base salary of $450,000, and his bonus potential will be
increased as outlined below.


<P align="left" style="font-size: 11pt; text-indent: 4%">On December&nbsp;11, 2015, Vice President of Brand Development Robert P. Pagano announced that he
intends to step down from his brand leadership role immediately and then retire fully on March&nbsp;31,
2016. He will maintain his Vice President of Brand Development title and remain in an advisory
role with the Company through the effective date of his retirement.


<P align="left" style="font-size: 11pt; text-indent: 4%">On December&nbsp;15, 2015, Vice President of Operations Thomas W. Lance announced that he intends
to step down from his operational leadership role on January&nbsp;1, 2016, and then retire fully on
March&nbsp;31, 2016. He will maintain his Vice President of Operations title and remain in an advisory
role with the Company through the effective date of his retirement.


<P align="left" style="font-size: 11pt; text-indent: 4%">The Company intends to undertake a broad assessment of avenues for finding the leadership
talent needed to assume the responsibilities of Mr.&nbsp;Pagano and Mr.&nbsp;Lance, including the evaluation
of existing internal and external candidates.


<P align="left" style="font-size: 11pt"><U><B>2016 Bonus Opportunities</B></U>


<P align="left" style="font-size: 11pt; text-indent: 4%">At its meeting on December&nbsp;9, 2015, the Compensation Committee of the Board of Directors
formally set &#147;Shared Company-Wide Goals&#148; (the &#147;Goals&#148;) and related 2016 bonus objectives for the
Company&#146;s NEOs. The Goals consist of achieving: (1)&nbsp;certain depletions growth targets over 2015,
which are weighted as 60% of the Goals; (2)&nbsp;certain EBITDA targets, which are weighted as 25% of
the Goals; and (3)&nbsp;the generation of certain resource efficiency and cost savings targets, which
are weighted as 15% of the Goals. Bonus payouts will be determined in accordance with a scale that
provides for between 0% and 150% payout, based on the Company&#146;s performance against certain
depletions growth, EBITDA, and resource efficiency targets in 2016 (the &#147;Scale&#148;). The payout
levels will be based on the weighting and achievement of those targets. Assessment of the
achievement of the Goals is within the purview of the Compensation Committee.


<P align="left" style="font-size: 11pt; text-indent: 4%">The 2016 bonus opportunities for the Company&#146;s NEOs, approved by the Compensation Committee,
will be determined solely by the Company&#146;s performance against the Goals in accordance with the
Scale. The Company&#146;s NEOs will no longer have individual goals as any portion of their bonus
opportunities. If the Company achieves the 100% payout level on the Scale, the bonus potential of
the Company&#146;s NEOs will be as follows:


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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
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    <TD>Martin F. Roper, President and CEO: 80% of base salary;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
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    <TD>C. James Koch, Founder and Chairman: 100% of base salary;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
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    <TD>John C. Geist, Chief Sales Officer: 60% of base salary; and</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Other NEOs, all three of whom have announced their pending retirement in 2016: 50%
of salaries paid in 2016, if they remain employed by the Company and in the same role
through December&nbsp;31, 2016.</TD>
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<P align="left" style="font-size: 11pt">In the event that the Company achieves other payout levels, each NEO&#146;s bonus potential will be
calculated in accordance with the Scale.


<P align="left" style="font-size: 11pt"><U><B>Equity Compensation</B></U>


<P align="left" style="font-size: 11pt; text-indent: 4%">At its meeting on December&nbsp;8, 2015, the Compensation Committee approved, subject to
ratification and approval by the full Board of Directors, the following option and restricted stock
award grants of shares of the Company&#146;s Class&nbsp;A Common Stock (&#147;Class&nbsp;A Shares&#148;), pursuant to the
Company&#146;s Employee Equity Incentive Plan (&#147;EEIP&#148;). The grants were subsequently ratified and
approved by the full Board of Directors at its December&nbsp;9, 2015 meeting and will be effective
January&nbsp;1, 2016.


<P align="left" style="font-size: 11pt"><I>Grant of Option to Chief Executive Officer</I>


<P align="left" style="font-size: 11pt; text-indent: 4%">Martin F. Roper will be granted an option (the &#147;CEO Option&#148;) for a number of Class&nbsp;A Shares to
be determined based on the closing price of the underlying stock on December&nbsp;31, 2015 (the &#147;Closing
Price&#148;). The CEO Option provides for a variable exercise price determined by adjusting the Closing
Price by the aggregate percentage change in the DJ Wilshire 5000 Index (or in a successor broad
market index selected by the Compensation Committee of the Company&#146;s Board of Directors, if the DJ
Wilshire 5000 Index ceases to exist) (the &#147;Index&#148;) from and after January&nbsp;1, 2016 through the close
of business on the trading date next preceding each date on which Mr.&nbsp;Roper exercises the CEO
Option, plus an additional escalation factor of an additional 1.5&nbsp;percentage points per annum,
prorated for partial years. The exercise price is subject to further increase, so that the spread
between the exercise price and the fair market value of the Class&nbsp;A Shares as to which the CEO
Option is being exercised, determined at the close of business on the trading date next preceding
each date on which Mr.&nbsp;Roper exercises the CEO Option, is capped at $150.00 per share. The minimum
exercise price will in all events be the Closing Price. The CEO Option will vest over a five-year
period, commencing on January&nbsp;1, 2019, at the rate of 20% per year, subject to accelerated vesting
upon the occurrence of certain specified conditions. The number of Class&nbsp;A Shares subject to the
CEO Option will be fixed on the effective date of the grant, based on the Closing Price, such that
the value of the CEO Option, as determined as of the effective date using the Monte Carlo
simulation valuation methodology recommended by an independent consultant hired by the Company for
purposes of valuing the CEO Option, does not exceed $22.5&nbsp;million. In addition, in any event, the
number of Class&nbsp;A Shares subject to the CEO Option will not exceed any number that would exceed the
Class&nbsp;A Shares available for issuance under the EEIP after all other equity grants are issued on
January&nbsp;1, 2016.


<P align="left" style="font-size: 11pt"><I>Grant of Options to Other NEOs</I>


<P align="left" style="font-size: 11pt; text-indent: 4%">Option grants for Class&nbsp;A Shares in the aggregate amount of 52,450 shares were also approved
for the following NEOs, also with an exercise price equal to the Closing Price.


<P align="left" style="font-size: 11pt; text-indent: 4%">Mr.&nbsp;Geist will be granted an option for 50,096 shares, which will be contingent upon Mr.
Geist&#146;s continued employment with the Company, with 25% of the shares vesting on January 1 in each
of the years 2021 through 2024, subject to accelerated vesting upon the occurrence of certain
specified events.


<P align="left" style="font-size: 11pt; text-indent: 4%">Mr.&nbsp;Koch will be granted a contingent vesting option for 2,354 shares. The number of shares as
to which the option shares may become exercisable is dependent upon the Company achieving certain
2016 depletions targets. The determination of the eligibility for vesting of these options will be
made by the Compensation Committee by March&nbsp;2017. If a depletions target is achieved, 20% of the
eligible shares will vest on March&nbsp;1, 2017, and then on January 1 in each of the years 2018 to
2021, contingent on continued employment and subject to accelerated vesting upon the occurrence of
certain specified events. The options will lapse to the extent that the above depletions targets
are not met.


<P align="left" style="font-size: 11pt"><I>Other Equity Grants</I>


<P align="left" style="font-size: 11pt; text-indent: 4%">In addition to the option to be granted to the Chief Accounting Officer, which was previously
disclosed in a Form 8-K filed on August&nbsp;18, 2015, options will be granted to three other executive
officers and one senior manager for an aggregate of 25,792 shares. All such option grants will be
effective January&nbsp;1, 2016, will have both time-based and performance-based vesting criteria, will
have an exercise price equal to Closing Price, will vest at 20% per year on January 1 in each of
the years 2017 through 2021, contingent on continued employment on the respective vesting dates,
and will be subject to accelerated vesting upon the occurrence of certain specified events.


<P align="left" style="font-size: 11pt; text-indent: 4%">The approved equity grants also include an aggregate of $1,811,000 in restricted stock award
grants to be awarded to one executive officer and to other senior managers and key employees of the
Company, effective as of January&nbsp;1, 2016. No NEOs will receive restricted stock awards. These
restricted stock awards will vest 20% per year on January 1 in each of the years 2017 through 2021,
contingent on continued employment on the respective vesting dates, and subject to accelerated
vesting upon the occurrence of certain specified events.


<P align="left" style="font-size: 11pt"><I>Amendment to Employee Equity Incentive Plan</I>


<P align="left" style="font-size: 11pt; text-indent: 4%">Based on the Compensation Committee&#146;s recommendation, the Company&#146;s Board of Directors, also
at its meeting on December&nbsp;9, 2015, amended the EEIP to increase the number of Class&nbsp;A Shares
issuable under the plan by 700,000 shares.


<P align="left" style="font-size: 11pt"><U><B>Approval of Class&nbsp;B Stockholders</B></U>


<P align="left" style="font-size: 11pt; text-indent: 4%">All of the bonus opportunities, equity compensation grants, and the increase in the number of
Class&nbsp;A Shares issuable under the EEIP described above were approved by the holders of the
Company&#146;s Class&nbsp;B Common Stock.



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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
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	The Boston Beer Company, Inc.
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	December 15, 2015
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	/s/ Martin F. Roper
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	Name: Martin F. Roper
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	Title: Chief Executive Officer
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The Boston Beer Company, Inc. (Form: 8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 9, 2015
The Boston Beer Company, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts
001-14092
04-3284048
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
One Design Center Place, Suite 850, Boston, Massachusetts
02210
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant's telephone number, including area code:
(617) 368-5000
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Promotion and Departure of Certain Named Executive Officers ("NEOs")
On December 9, 2015, the Board of Directors of The Boston Beer Company, Inc. (NYSE: SAM) (the
"Company") approved the promotion of John C. Geist from Vice President of Sales to the
newly-created position of Chief Sales Officer, effective January 1, 2016. In connection with this
promotion, effective January 1, 2016, Mr. Geist's base salary will be increased to $500,000 per
year, an 11.1% increase from his current base salary of $450,000, and his bonus potential will be
increased as outlined below.
On December 11, 2015, Vice President of Brand Development Robert P. Pagano announced that he
intends to step down from his brand leadership role immediately and then retire fully on March 31,
2016. He will maintain his Vice President of Brand Development title and remain in an advisory
role with the Company through the effective date of his retirement.
On December 15, 2015, Vice President of Operations Thomas W. Lance announced that he intends
to step down from his operational leadership role on January 1, 2016, and then retire fully on
March 31, 2016. He will maintain his Vice President of Operations title and remain in an advisory
role with the Company through the effective date of his retirement.
The Company intends to undertake a broad assessment of avenues for finding the leadership
talent needed to assume the responsibilities of Mr. Pagano and Mr. Lance, including the evaluation
of existing internal and external candidates.
2016 Bonus Opportunities
At its meeting on December 9, 2015, the Compensation Committee of the Board of Directors
formally set "Shared Company-Wide Goals" (the "Goals") and related 2016 bonus objectives for the
Company's NEOs. The Goals consist of achieving: (1) certain depletions growth targets over 2015,
which are weighted as 60% of the Goals; (2) certain EBITDA targets, which are weighted as 25% of
the Goals; and (3) the generation of certain resource efficiency and cost savings targets, which
are weighted as 15% of the Goals. Bonus payouts will be determined in accordance with a scale that
provides for between 0% and 150% payout, based on the Company's performance against certain
depletions growth, EBITDA, and resource efficiency targets in 2016 (the "Scale"). The payout
levels will be based on the weighting and achievement of those targets. Assessment of the
achievement of the Goals is within the purview of the Compensation Committee.
The 2016 bonus opportunities for the Company's NEOs, approved by the Compensation Committee,
will be determined solely by the Company's performance against the Goals in accordance with the
Scale. The Company's NEOs will no longer have individual goals as any portion of their bonus
opportunities. If the Company achieves the 100% payout level on the Scale, the bonus potential of
the Company's NEOs will be as follows:
•
Martin F. Roper, President and CEO: 80% of base salary;
•
C. James Koch, Founder and Chairman: 100% of base salary;
•
John C. Geist, Chief Sales Officer: 60% of base salary; and
•
Other NEOs, all three of whom have announced their pending retirement in 2016: 50%
of salaries paid in 2016, if they remain employed by the Company and in the same role
through December 31, 2016.
In the event that the Company achieves other payout levels, each NEO's bonus potential will be
calculated in accordance with the Scale.
Equity Compensation
At its meeting on December 8, 2015, the Compensation Committee approved, subject to
ratification and approval by the full Board of Directors, the following option and restricted stock
award grants of shares of the Company's Class A Common Stock ("Class A Shares"), pursuant to the
Company's Employee Equity Incentive Plan ("EEIP"). The grants were subsequently ratified and
approved by the full Board of Directors at its December 9, 2015 meeting and will be effective
January 1, 2016.
Grant of Option to Chief Executive Officer
Martin F. Roper will be granted an option (the "CEO Option") for a number of Class A Shares to
be determined based on the closing price of the underlying stock on December 31, 2015 (the "Closing
Price"). The CEO Option provides for a variable exercise price determined by adjusting the Closing
Price by the aggregate percentage change in the DJ Wilshire 5000 Index (or in a successor broad
market index selected by the Compensation Committee of the Company's Board of Directors, if the DJ
Wilshire 5000 Index ceases to exist) (the "Index") from and after January 1, 2016 through the close
of business on the trading date next preceding each date on which Mr. Roper exercises the CEO
Option, plus an additional escalation factor of an additional 1.5 percentage points per annum,
prorated for partial years. The exercise price is subject to further increase, so that the spread
between the exercise price and the fair market value of the Class A Shares as to which the CEO
Option is being exercised, determined at the close of business on the trading date next preceding
each date on which Mr. Roper exercises the CEO Option, is capped at $150.00 per share. The minimum
exercise price will in all events be the Closing Price. The CEO Option will vest over a five-year
period, commencing on January 1, 2019, at the rate of 20% per year, subject to accelerated vesting
upon the occurrence of certain specified conditions. The number of Class A Shares subject to the
CEO Option will be fixed on the effective date of the grant, based on the Closing Price, such that
the value of the CEO Option, as determined as of the effective date using the Monte Carlo
simulation valuation methodology recommended by an independent consultant hired by the Company for
purposes of valuing the CEO Option, does not exceed $22.5 million. In addition, in any event, the
number of Class A Shares subject to the CEO Option will not exceed any number that would exceed the
Class A Shares available for issuance under the EEIP after all other equity grants are issued on
January 1, 2016.
Grant of Options to Other NEOs
Option grants for Class A Shares in the aggregate amount of 52,450 shares were also approved
for the following NEOs, also with an exercise price equal to the Closing Price.
Mr. Geist will be granted an option for 50,096 shares, which will be contingent upon Mr.
Geist's continued employment with the Company, with 25% of the shares vesting on January 1 in each
of the years 2021 through 2024, subject to accelerated vesting upon the occurrence of certain
specified events.
Mr. Koch will be granted a contingent vesting option for 2,354 shares. The number of shares as
to which the option shares may become exercisable is dependent upon the Company achieving certain
2016 depletions targets. The determination of the eligibility for vesting of these options will be
made by the Compensation Committee by March 2017. If a depletions target is achieved, 20% of the
eligible shares will vest on March 1, 2017, and then on January 1 in each of the years 2018 to
2021, contingent on continued employment and subject to accelerated vesting upon the occurrence of
certain specified events. The options will lapse to the extent that the above depletions targets
are not met.
Other Equity Grants
In addition to the option to be granted to the Chief Accounting Officer, which was previously
disclosed in a Form 8-K filed on August 18, 2015, options will be granted to three other executive
officers and one senior manager for an aggregate of 25,792 shares. All such option grants will be
effective January 1, 2016, will have both time-based and performance-based vesting criteria, will
have an exercise price equal to Closing Price, will vest at 20% per year on January 1 in each of
the years 2017 through 2021, contingent on continued employment on the respective vesting dates,
and will be subject to accelerated vesting upon the occurrence of certain specified events.
The approved equity grants also include an aggregate of $1,811,000 in restricted stock award
grants to be awarded to one executive officer and to other senior managers and key employees of the
Company, effective as of January 1, 2016. No NEOs will receive restricted stock awards. These
restricted stock awards will vest 20% per year on January 1 in each of the years 2017 through 2021,
contingent on continued employment on the respective vesting dates, and subject to accelerated
vesting upon the occurrence of certain specified events.
Amendment to Employee Equity Incentive Plan
Based on the Compensation Committee's recommendation, the Company's Board of Directors, also
at its meeting on December 9, 2015, amended the EEIP to increase the number of Class A Shares
issuable under the plan by 700,000 shares.
Approval of Class B Stockholders
All of the bonus opportunities, equity compensation grants, and the increase in the number of
Class A Shares issuable under the EEIP described above were approved by the holders of the
Company's Class B Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
The Boston Beer Company, Inc.
December 15, 2015
By:
/s/ Martin F. Roper
Name: Martin F. Roper
Title: Chief Executive Officer