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) 550 MONICA CIRCLE, SUITE 201 (Street) CORONA CA 92880 (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) Senior VP - Monster Energy Co.
	3. Date of Earliest Transaction (Month/Day/Year) 06/14/2012
	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	06/14/2012		M		8,000	A	$15.86	13,628	D
Common Stock	06/14/2012		M		4,000	A	$18.07	17,628	D
Common Stock	06/14/2012		M		4,000	A	$17.82	21,628	D
Common Stock	06/14/2012		M		4,000	A	$26.26	25,628	D
Common Stock	06/14/2012		S		16,324	D	$76.04(1)	9,304	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)	$15.86	06/14/2012		M			8,000	(2)	06/02/2018	Common Stock	40,000	$0	8,000	D
Employee Stock Option (right to buy)	$18.07	06/14/2012		M			4,000	(3)	06/01/2019	Common Stock	20,000	$0	8,000	D
Employee Stock Option (right to buy)	$17.82	06/14/2012		M			4,000	(4)	12/01/2019	Common Stock	20,000	$0	12,000	D
Employee Stock Option (right to buy)	$26.26	06/14/2012		M			4,000	(5)	12/01/2020	Common Stock	20,000	$0	16,000	D
Restricted Stock Units	(6)							(7)	(8)	Common Stock	2,500		2,500	D
Restricted Stock Units	(6)							(9)	(8)	Common Stock	3,000		3,000	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $76.01 to $76.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. The remaining options vest on June 2, 2013.

3. The remaining options vest in two equal installments on June 1, 2013 and 2014.

4. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.

5. The remaining options vest in four equal installments on December 1, 2012, 2013, 2014 and 2015.

6. The restricted stock units were granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan. Each restricted stock unit represented a contingent right to receive one share of the Company's common stock as of the vesting date.

7. The restricted stock units vest in two equal installments on September 1, 2012 and 2013.

8. Not applicable.

9. The restricted stock units vest in two equal installments on June 1, 2016 and 2017.

Remarks:

	Thomas J. Kelly	06/15/2012
	** Signature of Reporting Person	Date
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