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*
SCHLOSBERG HILTON H

(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)
Vice Chairman and President
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016
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 06/15/2016 S(1) 440,495 D $156 1,305,501 D
Common Stock 1,881,856 I By Brandon Limited Partnership No. 1(2)
Common Stock 9,795,648 I By Brandon Limited Partnership No. 2(2)
Common Stock 34,924 I By Hilrod Holdings IV, L.P.(2)
Common Stock 71,428 I By Hilrod Holdings V, L.P.(2)
Common Stock 107,900 I By Hilrod Holdings VI, L.P.(2)
Common Stock 40,072 I By Hilrod Holdings VII, L.P.(2)
Common Stock 189,528 I By Hilrod Holdings VIII, L.P.(2)
Common Stock 151,148 I By Hilrod Holdings IX, L.P.(2)
Common Stock 83,306 I By Hilrod Holdings X, L.P.(2)
Common Stock 168,414 I By Hilrod Holdings XI, L.P.(2)
Common Stock 133,004 I By Hilrod Holdings XII, L.P.(2)
Common Stock 06/15/2016 S(1) 146,188 D $156 489,892 I By Hilrod Holdings XIII, L.P.(2)
Common Stock 06/15/2016 S(1) 1,142,411 D $156 680,911 I By Hilrod Holdings XIV, L.P.(2)
Common Stock 06/15/2016 S(1) 230,684 D $156 2,944 I By Hilrod Holdings XV, L.P.(2)
Common Stock 30,068 I By RCS 2008 GRAT #2(2)
Common Stock 06/15/2016 S(1) 41,572 D $156 26,866 I By RCS Direct 2011 GRAT(2)
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) $15.86 (3) 06/02/2018 Common Stock (4) 81,617 D
Employee Stock Option (right to buy) $17.82 (3) 12/01/2019 Common Stock (4) 100,000 D
Employee Stock Option (right to buy) $53.96 (3) 06/03/2023 Common Stock (4) 140,000 D
Employee Stock Option (right to buy) $53.96 (3) 06/03/2023 Common Stock (4) 70,000 I By Hilrod Holdings XV, L.P.(2)
Employee Stock Option (right to buy) $70.06 (5) 03/14/2024 Common Stock (4) 210,000 D
Employee Stock Option (right to buy) $135.48 (6) 03/13/2025 Common Stock (4) 79,200 D
Employee Stock Option (right to buy) $131.96 (7) 03/24/2026 Common Stock (4) 105,000 D
Restricted Stock Units (8) (9) (10) Common Stock (4) 25,400 D
Restricted Stock Units (8) (11) (10) Common Stock (4) 39,000 D
Explanation of Responses:
1. Represents shares tendered by the reporting person and accepted for purchase by the Company in the modified "Dutch auction" tender offer commenced by the Company on May 10, 2016 (The final results of which were announced by the Company on June 14, 2016).
2. The reporting person is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, 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., Hilrod Holdings XV, L.P. The reporting person is the trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.
3. The options are currently vested.
4. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
5. The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.
6. The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.
7. The options vest in three equal installments on March 14, 2017, 2018 and 2019.
8. 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.
9. The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.
10. Not applicable.
11. The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.
Paul J. Dechary, attorney-in-fact 06/17/2016
** 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).
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