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)
HANSEN NATURAL CORP,
550 MONICA CIRCLE, SUITE 201

(Street)
CORONA CA 92880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HANSEN NATURAL CORP [ HANS ]
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)
07/15/2011
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 07/15/2011 J 25,000(1) D (2) 990,928 I By Brandon Limited Partnership No. 1(3)
Common Stock 4,907,824 I By Brandon Limited Partnership No. 2(3)
Common Stock 757,866 I By HRS Holdings, L.P.(3)
Common Stock 3,730,000 I By Hilrod Holdings, L.P.(3)
Common Stock 92,462 I By Hilrod Holdings IV, L.P.(3)
Common Stock 35,714 I By Hilrod Holdings V, L.P.(3)
Common Stock 164,962 I By Hilrod Holdings VI, L.P.(3)
Common Stock 37,036 I By Hilrod Holdings VII, L.P.(3)(4)
Common Stock 153,618 I By Hilrod Holdings VIII, L.P.(3)
Common Stock 316,098 I By Hilrod Holdings IX, L.P.(3)(4)
Common Stock 61,166 I By Hilrod Holdings X, L.P.(3)(4)
Common Stock 121,894 I By Hilrod Holdings XI, L.P.(3)
Common Stock 35,466 I By RCS 2008 GRAT
Common Stock 122,590 I By RCS 2009 GRAT
Common Stock 40,010 I By RCS Direct GRAT(4)
Common Stock 19,175 I By RCS Direct GRAT #2
Common Stock 90,357(5) 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) $0.446 (6) 07/12/2012 Common Stock 1,200,000 448,176 D
Employee Stock Option (right to buy) $0.531 (6) 05/28/2013 Common Stock 1,200,000 860,324 D
Employee Stock Option (right to buy) $6.588 (6) 03/23/2015 Common Stock 1,200,000 1,100,000 D
Employee Stock Option (right to buy) $16.87 (6) 11/11/2015 Common Stock 600,000 600,000 D
Employee Stock Option (right to buy) $31.72 (7) 06/02/2018 Common Stock 400,000 400,000 D
Employee Stock Option (right to buy) $35.64 (8) 12/01/2019 Common Stock 250,000 250,000 D
Explanation of Responses:
1. The shares of common stock listed in column 4 of table 1 represent shares which are held of record by Brandon Limited Partnership No. 1. Such shares were distributed to a limited partner in accordance with the terms of the partnership agreement.
2. N/A.
3. 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. and Hilrod Holdings XI, L.P.
4. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts. The shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.
5. The reporting person previously reported indirect beneficial ownership on an aggregate basis of the shares held by the limited partnerships. As a result of the in-kind annuity distributions, the total amount of shares directly and indirectly owned have been reduced by 21,225 shares.
6. The options are currently vested.
7. The options are currently vested with respect to 240,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013.
8. The options are currently vested with respect to 50,000 shares. The remaining options vest in four equal installments on December 1, 2011, 2012, 2013 and 2014.
Remarks:
Rodney C. Sacks 07/19/2011
** 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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