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)
03/13/2017
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 03/13/2017 M 38,100 A (1) 1,677,942(2) D
Common Stock 03/14/2017 A 5,910(3) A $0 1,683,852 D
Common Stock 03/14/2017 M 39,000 A (1) 1,722,852 D
Common Stock 5,645,568(4) I By Brandon Limited Partnership No. 1(5)
Common Stock 29,386,944(6) I By Brandon Limited Partnership No. 2(5)
Common Stock 104,772(7) I By Hilrod Holdings IV, L.P.(5)
Common Stock 214,284(8) I By Hilrod Holdings V, L.P.(5)
Common Stock 323,700(9) I By Hilrod Holdings VI, L.P.(5)
Common Stock 120,216(10) I By Hilrod Holdings VII, L.P.(5)
Common Stock 568,584(11) I By Hilrod Holdings VIII, L.P.(5)
Common Stock 453,444(12) I By Hilrod Holdings IX, L.P.(5)
Common Stock 249,918(13) I By Hilrod Holdings X, L.P.(5)
Common Stock 505,242(14) I By Hilrod Holdings XI, L.P.(5)
Common Stock 399,012(15) I By Hilrod Holdings XII, L.P.(5)
Common Stock 1,440,954(16) I By Hilrod Holdings XIII, L.P.(5)
Common Stock 925,878(17) I By Hilrod Holdings XIV, L.P.(5)
Common Stock 8,832(18) I By Hilrod Holdings XV, L.P.(5)
Common Stock 2,249,190(19) I By Hilrod Holding XVI, L.P.(5)
Common Stock 231,363(20) I By RCS 2009 GRAT #2(5)
Common Stock 28,722(21) I By HHS 2014 GRAT #2(5)
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) $5.29(22) (23) 06/02/2018 Common Stock (24) 58,623(22) D
Employee Stock Option (right to buy) $5.29(25) (23) 06/02/2018 Common Stock (24) 186,228(25) I By Hilrod Holdings XVI, L.P.(5)
Employee Stock Option (right to buy) $5.94(26) (23) 12/01/2019 Common Stock (24) 16,830(26) D
Employee Stock Option (right to buy) $5.94(27) (23) 12/01/2019 Common Stock (24) 283,170(27) I By Hilrod Holdings XVI, L.P.(5)
Employee Stock Option (right to buy) $17.99(28) (23) 06/03/2023 Common Stock (24) 11,118(28) D
Employee Stock Option (right to buy) $17.99(29) (23) 06/03/2023 Common Stock (24) 408,882(29) I By Hilrod Holdings XVI, L.P.(5)
Employee Stock Option (right to buy) $17.99(30) (23) 06/03/2023 Common Stock (24) 210,000(30) I By Hilrod Holdings XV, L.P.(5)
Employee Stock Option (right to buy) $23.35(31) (23) 03/14/2024 Common Stock (24) 210,000(31) D
Employee Stock Option (right to buy) $23.35(32) (23) 03/14/2024 Common Stock (24) 420,000(32) I By Hilrod Holdings XVI, L.P.(5)
Employee Stock Option (right to buy) $45.16(33) (34) 03/13/2025 Common Stock (24) 158,400(33) D
Employee Stock Option (right to buy) $45.16(35) (23) 03/13/2025 Common Stock (24) 79,200(35) I By Hilrod Holdings XVI, L.P.(5)
Employee Stock Option (right to buy) $43.99(36) (37) 03/14/2026 Common Stock (37) 315,000(36) D
Employee Stock Option (right to buy) $46.27 03/14/2017 A 305,500 (38) 03/14/2027 Common Stock 305,500 $0 305,500 D
Restricted Stock Units (39) 03/13/2017 M 38,100 (40) (41) Common Stock 38,100 $0 38,100(42) D
Restricted Stock Units (39) 03/14/2017 M 39,000 (43) (41) Common Stock 39,000 $0 78,000(44) D
Restricted Stock Units (39) 03/14/2017 A 116,100 (45) (41) Common Stock 116,100 $0 116,100 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock.
2. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 1,093,228 additional shares of common stock.
3. The common stock award was granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan. The award is immediately vested.
4. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 3,763,712 additional shares of common stock.
5. 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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2 and HHS 2014 GRAT #2.
6. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 19,591,296 additional shares of common stock.
7. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 69,848 additional shares of common stock.
8. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 142,856 additional shares of common stock.
9. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 215,800 additional shares of common stock.
10. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 80,144 additional shares of common stock.
11. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 379,056 additional shares of common stock.
12. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 302,296 additional shares of common stock.
13. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 166,612 additional shares of common stock.
14. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 336,828 additional shares of common stock.
15. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 266,008 additional shares of common stock.
16. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 960,636 additional shares of common stock.
17. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 617,252 additional shares of common stock.
18. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 5,888 additional shares of common stock.
19. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 1,499,460 additional shares of common stock.
20. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 154,242 additional shares of common stock.
21. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 19,148 additional shares of common stock.
22. This employee stock option was previously reported as covering 19,541 shares of common stock at an exercise price of $15.86 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
23. The options are currently vested.
24. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
25. This employee stock option was previously reported as covering 62,076 shares of common stock at an exercise price of $15.86 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
26. This employee stock option was previously reported as covering 5,610 shares of common stock at an exercise price of $17.82 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
27. This employee stock option was previously reported as covering 94,390 shares of common stock at an exercise price of $17.82 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
28. This employee stock option was previously reported as covering 3,706 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
29. This employee stock option was previously reported as covering 136,294 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
30. This employee stock option was previously reported as covering 70,000 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
31. This employee stock option was previously reported as covering 70,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
32. This employee stock option was previously reported as covering 140,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
33. This employee stock option was previously reported as covering 52,800 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
34. The options are currently vested with respect to 79,200 shares. The remaining options vest on March 14, 2018.
35. This employee stock option was previously reported as covering 26,400 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
36. This employee stock option was previously reported as covering 105,000 shares of common stock at an exercise price of $131.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
37. The options are currently vested with respect to 105,000 shares. The remaining options vest in two equal installments on March 14, 2018 and 2019.
38. The options vest in three equal installments on March 14, 2018, 2019 and 2020.
39. 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.
40. The remaining restricted stock units vest on March 13, 2018.
41. Not applicable.
42. These restricted stock units were previously reported as covering 25,400 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.
43. The remaining restricted stock units vest in two equal installments on March 14, 2018 and 2019.
44. These restricted stock units were previously reported as covering 39,000 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.
45. The restricted stock units vest in three equal installments on March 14, 2018, 2019 and 2020.
Paul J. Dechary, attorney-in-fact 03/15/2017
** 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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