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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KELLY THOMAS J (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP Finance Monster Energy Co.
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2019
	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	05/21/2019		M		19,089(1)	A	$15.71	28,740	D
Common Stock	05/21/2019		F		4,704(1)	D	$63.74	24,036	D
Common Stock	05/21/2019		M		4,281(2)	A	$23.35	28,317	D
Common Stock	05/21/2019		F		1,568(2)	D	$63.74	26,749	D

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)	$15.71	05/21/2019		M			19,089	(3)	03/14/2023	Common Stock	19,089	$0	0	D
Employee Stock Option (right to buy)	$23.35	05/21/2019		M			4,281	(3)	03/14/2024	Common Stock	4,281	$0	0	D
Employee Stock Option (right to buy)	$37.1							(4)	12/01/2024	Common Stock	(5)		45,000	D
Employee Stock Option (right to buy)	$45.16							(6)	03/13/2025	Common Stock	(5)		36,000	D
Employee Stock Option (right to buy)	$43.99							(7)	03/14/2026	Common Stock	(5)		37,500	D
Employee Stock Option (right to buy)	$43.64							(8)	12/01/2026	Common Stock	(5)		40,000	D
Employee Stock Option (right to buy)	$58.73							(9)	03/14/2028	Common Stock	(5)		50,000	D
Employee Stock Option (right to buy)	$51.5							(10)	06/01/2028	Common Stock	(5)		5,000	D
Employee Stock Option (right to buy)	$59.67							(11)	03/14/2029	Common Stock	(5)		15,000	D
Restricted Stock Units	(12)							(13)	(14)	Common Stock	(5)		5,200	D

Explanation of Responses:

1. This transaction is reported to reflect the exercise of a stock option for a total of 19,089 shares by means of a stock swap whereby the Reporting Person disposed of 4,704 shares of Common Stock to the Issuer as consideration for the Reporting Person's exercise of stock options. The stock swap was completed pursuant to the terms of the Monster Beverage Corporation 2011 Omnibus Incentive Plan Stock Option Agreement between the Issuer and the Reporting Person.

2. This transaction is reported to reflect the exercise of a stock option for a total of 4,281 shares by means of a stock swap whereby the Reporting Person disposed of 1,568 shares of Common Stock to the Issuer as consideration for the Reporting Person's exercise of stock options. The stock swap was completed pursuant to the terms of the Monster Beverage Corporation 2011 Omnibus Incentive Plan Stock Option Agreement between the Issuer and the Reporting Person.

3. The options are fully vested.

4. The options are currently vested with respect to 31,500 shares. The remaining options vest on December 1, 2019.

5. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

6. The options are currently vested with respect to 28,800 shares. The remaining options vest on March 13, 2020.

7. The options are currently vested with respect to 16,875 shares. The remaining options vest in two installments as follows: 9,375 shares on March 14, 2020 and 11,250 shares on March 14, 2021.

8. The options are currently vested with respect to 10,000 shares. The remaining options vest in three installments as follows: 8,000 shares on December 1, 2019; 10,000 shares on December 1, 2020; 12,000 shares on December 1, 2021.

9. The options are currently vested with respect to 5,000 shares. The remaining options vest in four installments as follow: 7,500 shares on March 14, 2020; 10,000 shares on March 14, 2021; 12,500 shares on March 14, 2022; 15,000 shares on March 14, 2023.

10. The options vest in three installments as follows: 1,667 shares on June 1, 2021; 1,667 shares on June 1, 2022; 1,666 shares on June 1, 2023.

11. The options vest in three equal installments on March 14, 2020, 2021 and 2022.

12. 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.

13. The restricted stock units vest in three equal installments on March 14, 2020, 2021 and 2022.

14. Not applicable.

	Paul J. Dechary, attorney-in-fact	05/23/2019
	** 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.