SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SACKS RODNEY C

(Last) (First) (Middle)
1 MONSTER WAY

(Street)
CORONA CA 92879

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp [ MNST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2014
4. If Amendment, Date of 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
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
Common Stock 04/03/2014 G(1) V 400,000 D $0 1,185,901(2) D
Common Stock 05/08/2014 G(3) V 200,000 D $0 1,027,404(2) D
Common Stock 08/01/2014 G(4) V 1,000,000 D $0 32,477(5) D
Common Stock 1,881,856 I By Brandon Limited Partnership No. 1(6)
Common Stock 9,815,648 I By Brandon Limited Partnership No. 2(6)
Common Stock 4 I By HRS Holdings, L.P.(6)
Common Stock 4 I By Hilrod Holdings, L.P.(6)
Common Stock 184,924 I By Hilrod Holdings IV, L.P.(6)
Common Stock 71,428 I By Hilrod Holdings V, L.P.(6)
Common Stock 257,900 I By Hilrod Holdings VI, L.P.(6)
Common Stock 40,072 I By Hilrod Holdings VII, L.P.(6)
Common Stock 189,528 I By Hilrod Holdings VIII, L.P.(6)
Common Stock 401,148 I By Hilrod Holdings IX, L.P.(6)(7)
Common Stock 83,306 I By Hilrod Holdings X, L.P.(6)(7)
Common Stock 168,414 I By Hilrod Holdings XI, L.P.(6)
Common Stock 170,356 I By Hilrod Holdings XII, L.P.(6)
Common Stock 04/03/2014 G(8) V 800,000 A $0 800,000 I By Hilrod Holdings XIII, L.P.(6)
Common Stock 08/01/2014 G(9) V 2,000,000 A $0 2,000,000 I By Hilrod Holdings XIV, L.P.(6)
Common Stock 77,121 I By RCS 2009 GRAT #2(6)
Common Stock 35,162 I By RCS Direct 2010 GRAT(6)(10)
Common Stock 1,612 I By RCS Direct 2010 GRAT #2(6)(10)
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $3.294 05/07/2014 G(11) V 458,636 (12) 03/23/2015 Common Stock 2,110,630 $0 1,156,884 D
Employee Stock Option (right to buy) $3.294 (12) 03/23/2015 Common Stock 289,370 289,370 I By Hilrod Holdings XV, L.P.(6)
Employee Stock Option (right to buy) $8.435 (12) 11/11/2015 Common Stock 1,200,000 960,000 D
Employee Stock Option (right to buy) $15.86 05/07/2014 G(11) V 307,392 (12) 06/02/2018 Common Stock 800,000 $0 18,912 D
Employee Stock Option (right to buy) $17.82 05/07/2014 G(11) V 200,000 (13) 12/01/2019 Common Stock 500,000 $0 100,000 D
Employee Stock Option (right to buy) $53.96 (14) 06/03/2023 Common Stock 140,000 140,000 D
Employee Stock Option (right to buy) $53.96 (12) 06/03/2023 Common Stock 70,000 70,000 I By Hilrod Holdings XV, L.P.(6)
Employee Stock Option (right to buy) $70.06 (15) 03/14/2024 Common Stock 210,000 210,000 D
Restricted Stock Units (16) (17) (18) Common Stock 261,000 87,000 D
Explanation of Responses:
1. Reflects the assignment of shares from the reporting person to Hilrod Holdings XIII, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIII, L.P. are indirectly beneficially owned by the reporting person.
2. As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person, the total amount of shares directly owned increased prior to this transaction.
3. Reflects the assignment of shares from the reporting person to a grantor retained annuity trust of which the reporting person is not the beneficial owner.
4. As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person, the total amount of shares directly owned increased following this transaction.
5. Reflects the assignment of shares from the reporting person to Hilrod Holdings XIV, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIV, L.P. are indirectly beneficially owned by the reporting person.
6. The reporting person is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, HRS Holdings, L.P., Hilrod Holdings, L.P., Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VII, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings X, L.P., Hilrod Holdings XI, L.P., Hilrod Holdings XII, L.P., Hilrod Holdings XIII, L.P., Hilrod Holdings XIV, L.P. and Hilrod Holdings XV, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.
7. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts and the transfer of shares directly to the reporting person. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.
8. Reflects the assignment of shares from the reporting person and Hilton Schlosberg to Hilrod Holdings XIII, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIII, L.P. are indirectly beneficially owned by the reporting person.
9. Reflects the assignment of shares from the reporting person and Hilton Schlosberg to Hilrod Holdings XIV, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIV, L.P. are indirectly beneficially owned by the reporting person.
10. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from such existing grantor retained annuity trust. The shares received from the in-kind annuity payment are directly beneficially owned by the reporting person.
11. Reflects the assignment of options to a grantor retained annuity trust of which the reporting person is not the beneficial owner.
12. The options are currently vested.
13. The remaining options vest on December 1, 2014.
14. The remaining options vest in two equal installments on June 3, 2015 and 2016.
15. The options vest in three equal installments on March 14, 2015, 2016 and 2017.
16. The restricted stock units were granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date.
17. The remaining restricted stock units vest on September 1, 2014.
18. Not applicable.
Remarks:
Rodney C. Sacks 08/18/2014
** Signature of Reporting Person Date
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).
** 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 is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.