Under the Securities Exchange Act of 1934
(Amendment No. 14)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Introduction

This Amendment No. 14 (“Amendment No. 14”) amends the statement on Schedule 13D dated November 21, 1990 (the “Original Statement”), as amended by Amendment No. 1 dated March 29, 1991 (“Amendment No. 1”), Amendment No. 2 dated June 11, 1993 (“Amendment No. 2”), Amendment No. 3 dated August 29, 1994 (“Amendment No. 3”), Amendment No. 4 dated November 22, 2004 (“Amendment No. 4”), Amendment No. 5 dated December 1, 2004 (“Amendment No. 5”), Amendment No. 6 dated December 29, 2005 (“Amendment No. 6”), Amendment No. 7 dated January 13, 2006 (“Amendment No. 7”), Amendment No. 8 dated February 2, 2006 (“Amendment No. 8”), Amendment No. 9 dated February 23, 2010 (“Amendment No. 9”), Amendment No. 10 dated November 23, 2010 (“Amendment No. 10”), Amendment No. 11 dated December 16, 2011 (“Amendment No. 11”), Amendment No. 12 dated April 24, 2012 (“Amendment No. 12”) and Amendment No. 13 dated May 21, 2012 (“Amendment No. 13”) (the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13 and Amendment No. 14 are sometimes referred to herein collectively as this “statement on Schedule 13D”), relating to the common stock, par value $0.005 per share (“Common Stock”), of Monster Beverage Corporation, a corporation organized under the laws of the state of Delaware (the “Company”).  This Amendment No. 14 reflects transactions and developments through December 17, 2012, relating to such persons’ respective holdings of the Company.  The Reporting Persons may be deemed to constitute a “group” and, accordingly, jointly file this Amendment No. 14.

Any capitalized terms used in this Amendment No. 14 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13.

This Amendment No. 14 is being filed to reflect the entry into a plan intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as changes to the percentage of Common Stock beneficially owned by the Reporting Persons due to changes in the number of shares of Common Stock outstanding.

Item 4.   Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

This Amendment No. 14 is being filed to reflect the entry into a plan intended to comply with Rule 10b5-1 promulgated under the Exchange Act.

On December 14, 2012, Hilrod IX, Hilrod X, Hilrod XI and Hilrod XII entered into a trading plan, effective as of December 20, 2012 (the “Trading Plan”), with Roth Capital Partners, LLC (“Broker”) pursuant to which Broker is authorized and directed to sell on behalf of certain Reporting Persons up to 700,000 shares of Common Stock through February 27, 2013, subject to satisfaction of certain conditions, including, among others, trading price.  A copy of the Trading Plan is being filed as an exhibit hereto and the foregoing description of the Trading Plan is qualified in its entirety by reference to the Trading Plan.

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.  Such other plans and proposals may include, without limitation, the entry into additional stock trading plans intended to comply with Rule 10b5-1 promulgated under the Exchange Act.

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Item 5.   Interest in Securities of the Issuer

Item 5 is hereby amended by deleting Item 5 in its entirety and inserting in lieu thereof the following:

(a)-(b)  See rows (7) through (10) of the cover pages to this Amendment No. 14 for the number of shares of Common Stock as to which each Reporting Person has sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.  See rows (11) and (13) of the cover pages to this Amendment No. 14 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons.   Percentages calculated in this Amendment No. 14 with respect to Brandon No. 1, Brandon No. 2, HRS Holdings, Hilrod, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2 and RCS Direct 2011 are based upon 166,339,019 shares of Common Stock outstanding as of December 14, 2012 (the “Aggregate Outstanding Shares”), as provided by the Company to the Reporting Persons.  Percentages calculated in this Amendment No. 14 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 169,470,213 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 3,131,194 shares of Common Stock issuable to each of Mr. Sacks and Mr. Schlosberg upon the exercise of options to purchase Common Stock held by him.

As of December 17, 2012, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 31,295,144 shares, or 18.1% of the outstanding Common Stock.  Percentages calculated in this Amendment No. 14 with respect to the Reporting Persons as a group are based upon 172,601,407 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 6,262,388 aggregate shares of Common Stock issuable to the Reporting Persons upon the exercise of options to purchase Common Stock.

Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Mr. Sacks: (i) 1,777,523 shares of Common Stock beneficially held by him; (ii) 3,131,194 shares presently exercisable under the stock option agreements; (iii) 63,051 shares beneficially held by Hilrod because Mr. Sacks is one of Hilrod’s general partners; (iv) 14,157 shares beneficially held by HRS Holdings because Mr. Sacks is one of HRS Holdings’ general partners; (v)  1,849 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (vi) 714 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (vii) 2,579 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (viii) 401 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (ix) 1,895 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (x) 4,822 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (xi) 923 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (xii) 1,866 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; and (xiii) 1,704 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XII’s general partners; and (b) with respect to Mr. Schlosberg: (i) 1,736,280 shares of Common Stock beneficially held by him; (ii) 3,131,194 shares presently exercisable under the stock option agreements; (iii) 63,051 shares beneficially held by Hilrod because Mr. Schlosberg is one of Hilrod’s general partners; (iv) 14,157 shares beneficially held by HRS Holdings because Mr. Schlosberg is one of HRS Holdings’ general partners; (v) 1,849 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (vi) 714 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (vii) 2,579 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (viii) 401 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (ix) 1,895 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (x) 4,822 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (xi) 923 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (xii) 1,866 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; and (xiii) 1,704 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners.

(c)           Except as as set forth herein, none of the Reporting Persons have effected any transactions in the Company’s securities during the past 60 days.

(d)           No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e)           Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following:

See Item 4 above for a description of the Trading Plan, which is incorporated herein by reference.

Item 7.   Material to be Filed as Exhibits.

1.  Trading Plan, dated December 14, 2012.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 17, 2012

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EXHIBIT INDEX

1.             Trading Plan dated December 14, 2012.

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Exhibit 1

TRADING PLAN (SEC Rule 10b5-1)

This Trading Plan is entered into as of 12/14/2012 (the “Signing Date”) between Hilrod Holdings IX, Hilrod Holding X, Hilrod Holding XI and Hilrod Holding XII (collectively “Clients”) and Roth Capital Partners, LLC (“Broker”).

WHEREAS, Client wishes to establish this Trading Plan to sell or purchase shares of MNST (“Stock”) of Monster Beverage Corporation (“Issuer”) from Account Number “various” (the “Account”) maintained with Broker, in accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

NOW, THEREFORE, Clients and Broker agree as follows:

1.             Trade Instructions.  Clients hereby instruct Broker to effect sales or purchases of shares of Stock of Issuer from or into the Account, as the case may be, in accordance with the attached Appendix A to Trading Plan (“Appendix A”) and/or Appendix B to Trading Plan (“Appendix B”).  If Clients specify a date for trading which is a weekend or holiday, the trade shall not take place until after the opening of regular market trading hours on the next trading date.

2.             Term.  This Trading Plan shall become effective on 12/20/2012 (the “Trading Plan Effective Date”) and shall terminate on the earlier of:

(a)   2/27/2013 (specify date not to exceed two years from the Trading Plan Effective Date);

(b)   execution of all of the trade or expiration of all of the orders relating to such trades as specified in Appendix A and/or Appendix B;

(c)   the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Clients;

(d)   the date Broker receives notice of Clients’ death; or

(e)   termination of this Trading Plan in accordance with Section 7(b) or Section 15 hereof.

3.             Representations and Warranties.  Clients represent and warrant that as of the date of this Trading Plan:

(a)   Clients are not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(b)   Clients are permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer and its counsel to enter into this Trading Plan.

(c)   There are no legal, regulatory, contractual or other restrictions applicable to the trades contemplated under this Trading Plan that would interfere with Broker’s ability to execute trades and effect delivery and settlement of such trades on behalf of Clients (collectively, “Clients Trading Restrictions’).

4.             Intent to Comply with Rule 10b5-1(c).  It is the Clients’ intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

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5.             Rule 144.  Subsections (a), (b) and (c) of this Section 5 apply if the shares of Stock subject to this Trading Plan are “restricted securities” and/or Clients may be deemed an “affiliate” of Issuer, as such terms are defined in Rule 144 under the Securities Act of 1933, as amended.  Subsection (d) of this Section 5 applies in all cases.

(a)   Broker agrees to conduct all sales of Stock in accordance with the manner-of-sale requirements of Rule 144.  Broker further agrees not to effect any sale of Stock that would exceed the amount limitation under Rule 144, assuming Broker’s sales of Stock are the only sales subject to such limitation.  Clients agree not to take, and to cause any person or entity with which Clients would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause sales of Stock by Broker not to comply with Rule 144.

(b)   Clients agree to provide Broker with five executed copies of Form 144, which Broker shall complete and file on behalf of Clients in the event of sales of Stock under this Trading Plan.  Clients understand and agree that such Form 144 will include in the remarks section the following statement:  “The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Trading Plan dated (plan effective date), which plan is intended to comply with Rule 10b5-1, and the representation regarding the seller’s lack of knowledge of material nonpublic information is as of the date of the Trading Plan.”

(c)   Clients shall disclose to Broker all trading plans involving the Stock established by Clients at other firms that would be effective at any time during the period this Trading Plan is in effect and all trading activity involving the Stock that occurs during such period or which occurs within 90 days prior to the commencement of such period.

(d)   Clients agree to notify Broker immediately if there is any change in Clients’ employment or affiliate or non-affiliate status.

6.             Section 13 or Section 16 Filings.  Clients acknowledge and agree that Clients are responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan.  To comply with Section 16 accelerated reporting requirements, Clients must complete separately a duly executed Broker Instruction Letter.

7.             Market Disruptions and Trading Restrictions.

(a)   Clients understand that Broker may not be able to effect a trade, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance.  Clients also understands that Broker may be unable to effect a trade consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price or other market factors in effect on the trade date specified in Appendix A and/or Appendix B.  As soon as reasonably practicable after the cessation or termination of any such market disruption, restriction, event or circumstance, Broker shall resume effecting trades in accordance with the express provisions of this Trading Plan which are then applicable.  Trades that are not executed as the result of any such market disruption, restriction, event or circumstance shall not be deemed to be a part of this Trading Plan.

(b)   If Issuer enters into a transaction or any other event occurs that results, in Issuer’s good faith determination, in the imposition of any Clients Trading Restrictions, such as a stock offering requiring an affiliate lock-up, Clients and Issuer shall promptly, but in no event later than three days prior to the date of the remaining trade(s) specified in Appendix A and/or Appendix B, provide Broker notice of such restrictions.  With respect to any Clients Trading Restrictions for which Clients and Issuer have given Broker notice, Broker shall stop effecting trades under this Trading Plan, and this Trading Plan shall thereupon terminate.  In such case, Clients, Broker and (for purposes of acknowledgement) Issuer shall cooperate to establish a new trading plan in accordance with the requirements of Rule 10b-5(c).

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8.             Hedging Transactions.  While this Trading Plan is in effect, Clients agree not to enter into or alter any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).

9.             Margin Loans.  Shares subject to this Trading Plan may not be used to secure margin loans to Clients made by Broker.

10.          Compliance with Laws and Rules.  Clients understand and agree that it is the responsibility of Clients, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1 and any other applicable federal or state laws or rules.

11.          Entire Trading Plan.  This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Clients to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

12.          Notices and Other Communications.  Any notices required or permitted to be given by Issuer and/or Clients under this Trading Plan shall be provided in writing by fax, signed by Clients and Issuer and confirmed by telephone (Attn:  John Weber, Fax: 949-720-7215; Tel.: 949-720-7160).  With respect to any Clients Trading Restrictions, Clients and Issuer shall provide Broker notice of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions.  Further, in no event shall Clients or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker.  Further, Clients shall not at any time attempt to exercise any influence over how, when or whether to effect trades under this Trading Plan.

13.          Third-Party Beneficiary.  Clients intends Issuer to be a third-party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

14.          Governing Law.  This Trading Plan shall be governed by, and construed in accordance with the laws of, the state of California, as applied to agreements made and wholly performed in the state of California.

15.          Amendments and Termination.  This Trading Plan may be amended, modified or terminated only by a written instrument signed by Clients and acknowledged by Broker and acknowledged by Issuer (except as provided in Section 7(b) hereof).  Clients acknowledge and understand that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan.  Accordingly, Clients shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in Section 3 of this Trading Plan.

16.          Counterparts.  This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

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