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UNITED STATES

 

 

SECURITIES & EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

 

Monster Beverage Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

611740101

(CUSIP Number)

 

Rodney C. Sacks

550 Monica Circle, Suite 201

Corona, California 92880

(951) 739-6200

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

 

July 25, 2013

(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).

 


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Brandon Limited Partnership No. 1

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
1,931,856

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,931,856

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,931,856

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
1.2%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Brandon Limited Partnership No. 2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
9,815,648

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
9,815,648

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,648

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.9%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rodney Cyril Sacks

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
5,004,603

 

(8)

Shared Voting Power
13,394,428

 

(9)

Sole Dispositive Power
5,004,603

 

(10)

Shared Dispositive Power
13,394,428

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
18,399,031

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
10.8%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilton Hiller Schlosberg

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
United Kingdom

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
4,951,051

 

(8)

Shared Voting Power
13,394,428

 

(9)

Sole Dispositive Power
4,951,051

 

(10)

Shared Dispositive Power
13,394,428

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
18,345,479

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
10.7%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HRS Holdings, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
4

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
4

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
4

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
4

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings IV, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
184,924

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
184,924

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
184,924

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings V, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
71,428

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
71,428

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
71,428

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VI, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
257,900

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
257,900

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
257,900

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.2%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VII, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
40,072

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
40,072

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
40,072

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

11


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VIII, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
189,528

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
189,528

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
189,528

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

12


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings IX, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
453,740

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
453,740

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
453,740

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

13


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings X, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
92,332

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
92,332

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
92,332

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

14


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings XI, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
186,636

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
186,636

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
186,636

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

15


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings XII, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
170,356

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
170,356

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
170,356

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

16


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
30,068

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
30,068

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
30,068

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

17


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
77,121

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
77,121

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
77,121

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

18


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
RCS Direct 2010 Grantor Retained Annuity Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
45,856

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
45,856

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
45,856

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

19


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
11,996

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
11,996

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
11,996

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

20


 

CUSIP No. 611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
RCS Direct 2011 Grantor Retained Annuity Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
149,488

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
149,488

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
149,488

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

21


 

CUSIP No. 611740101

13D/A

 

 

Introduction

 

This Amendment No. 16 (“Amendment No. 16”) 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”), Amendment No. 13 dated May 21, 2012 (“Amendment No. 13”), Amendment No. 14 dated December 17, 2012 (“Amendment No. 14”) and Amendment No. 15 dated March 18, 2013 (“Amendment No. 15”) (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, Amendment No. 14, Amendment No. 15 and Amendment No. 16 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. 16 reflects transactions and developments through July 29, 2013, 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. 16.

 

Any capitalized terms used in this Amendment No. 16 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, Amendment No. 13, Amendment No. 14 and Amendment No. 15.

 

This Amendment No. 16 is being filed to reflect the consummation of a series of distributions by certain of the Reporting Persons as further described in Item 4 below.

 

Item 4.   Purpose of Transaction

 

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

 

On July 25, 2013, Hilrod Holdings, L.P. (“Hilrod”) and HRS Holdings, L.P. (“HRS Holdings”) each distributed, without consideration, all but 4 shares of Common Stock previously reported as directly held by each of them, to (i) Mr. Sacks, as a general partner of each of Hilrod and HRS Holdings, his pro rata portion (determined based on his respective general partnership interest, which general partnership interest represented ownership equal to 1% of each of Hilrod and HRS Holdings) of the shares of Common Stock distributed by Hilrod and HRS Holdings, as applicable; (ii) Mr. Schlosberg, as a general partner of each of Hilrod and HRS Holdings, his pro rata portion (determined based on his respective general partnership interest, which general partnership interest represented ownership equal to 1% of each of Hilrod and HRS Holdings) of the shares of Common Stock distributed by Hilrod and HRS Holdings, as applicable; and (iii) their respective limited partners, which are entities for the benefit of certain family members of Mr. Sacks and Mr. Schlosberg, as applicable, pro rata, the remaining shares of Common Stock distributed by Hilrod and HRS Holdings, and such limited partners subsequently transferred such shares of Common Stock to other entities for the benefit of certain family members of Mr. Sacks or Mr. Schlosberg, as applicable, which entities are controlled by an independent third party, Sterling Trustees LLC.  Such distributions were effected for the purpose of restructuring family holdings.

 

As a result of the foregoing distributions, Hilrod and HRS Holdings each beneficially own 4 shares of Common Stock.  Accordingly, Mr. Sacks and Mr. Schlosberg each continue to beneficially own the 4 shares reported herein as directly held by each of Hilrod and HRS Holdings, in addition to those shares distributed to each of them pursuant to the foregoing distributions that are now directly held by them.

 

22


 

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.

 

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. 16 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. 16 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. 16 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 167,403,081 shares of Common Stock outstanding as of July 22, 2013 (the “Aggregate Outstanding Shares”), as provided by the Company to the Reporting Persons.  Percentages calculated in this Amendment No. 16 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 170,781,275 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 3,378,194 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 and the vesting of restricted stock units held by him.

 

As of July 29, 2013, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 23,350,082 shares, or 13.4% of the outstanding Common Stock.  Percentages calculated in this Amendment No. 16 with respect to the Reporting Persons as a group are based upon 174,159,469 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 6,756,388 aggregate shares of Common Stock issuable to the Reporting Persons upon the exercise of options to purchase Common Stock and vesting of restricted stock units.

 

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) 1,491,436 shares of Common Stock beneficially held by him; (ii) 3,291,194 shares presently exercisable under the stock option agreements; (iii) 87,000 shares underlying restricted stock units held by him scheduled to vest on September 1, 2013; (iv) 1,849 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (v) 714 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (vi) 2,579 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (vii) 401 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (viii) 1,895 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (ix) 4,537 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (x) 923 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (xi) 1,866 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; and (xii) 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) 1,393,301 shares of Common Stock beneficially held by him; (ii) 3,291,194 shares presently exercisable under the stock option agreements; (iii) 87,000 shares underlying restricted stock units held by him scheduled to vest on September 1, 2013; (iv) 1,849 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (v) 714 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (vi) 2,579 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (vii) 401 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (viii) 1,895 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (ix) 4,537 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (x) 923 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (xi) 1,866 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; and (xii) 1,704 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners.

 

23


 

(c)           All transactions effected by the Reporting Persons in the Company’s securities during the past 60 days is set forth in Schedule A hereto.

 

(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.

 

24


 

CUSIP No. 611740101

13D/A

 

 

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.

 

 

July 29, 2013

 

 

BRANDON LIMITED PARTNERSHIP NO. 1

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

BRANDON LIMITED PARTNERSHIP NO. 2

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

HRS HOLDINGS, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings IV, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings V, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

25


 

CUSIP No. 611740101

13D/A

 

 

 

Hilrod Holdings VI, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings VII, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings VIII, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings IX, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings X, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings XI, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings XII, L.P.

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

26


 

 

The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

Co-Trustee

 

 

 

 

 

 

 

The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

The RCS Direct 2011 Grantor Retained Annuity Trust

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

Trustee

 

 

 

 

 

/s/ Rodney C. Sacks

 

RODNEY C. SACKS

 

 

 

 

 

/s/ Hilton H. Schlosberg

 

HILTON H. SCHLOSBERG

 

27

 


 

SCHEDULE A

 

The following are the transactions in the Company’s securities during the past 60 days:

 

 

 

Date of Transaction

 

No. of Securities
Acquired/(Disposed Of)

 

Average Price Per
Security

 

Range of Prices Per
Security

 

Mr. Sacks

 

05/24/2013

 

449,868

(2)

$

0.2655

 

N/A

 

Mr. Schlosberg

 

05/24/2013

 

449,868

(2)

$

0.2655

 

N/A

 

Mr. Sacks

 

05/29/2013

 

(20,000

)

$

55.01

 

N/A

 

Mr. Schlosberg

 

05/29/2013

 

(20,000

)

$

55.01

 

N/A

 

Mr. Sacks

 

05/31/2013

 

(10,000

)

$

55.5

 

N/A

 

Mr. Schlosberg

 

05/31/2013

 

(10,000

)

$

55.5

 

N/A

 

Mr. Sacks

 

06/05/2013

 

(30,000

)

$

59.93

(1)

$59.80 - $60.00

 

Mr. Schlosberg

 

06/05/2013

 

(30,000

)

$

59.93

(1)

$59.80 - $60.00

 

Mr. Sacks

 

06/07/2013

 

(20,000

)

$

60.51

(1)

$60.00 - $61.00

 

Mr. Schlosberg

 

06/07/2013

 

(20,000

)

$

60.51

(1)

$60.00 - $61.00

 

Mr. Sacks

 

06/13/2013

 

(30,000

)

$

62

(1)

$62.00 - $62.02

 

Mr. Schlosberg

 

06/13/2013

 

(30,000

)

$

62

(1)

$62.00 - $62.02

 

Hilrod

 

07/25/2013

 

(6,305,136

)(3)

$

0

 

N/A

 

HRS Holdings

 

07/25/2013

 

(1,415,728

)(4)

$

0

 

N/A

 

Mr. Sacks

 

07/25/2013

 

77,208

(5)

$

0

 

N/A

 

Mr. Schlosberg

 

07/25/2013

 

77,208

(5)

$

0

 

N/A

 

 

(1)                                 This transaction was executed in multiple trades in the open market. The price reported above reflects the weighted average sale price per share of Common Stock sold. The range of sales prices for these transactions is set forth above. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Company or a security holder of the Company full information regarding the number of shares and prices at which the transaction was effected.

 

(2)                                 On May 24, 2013, Messrs. Sacks and Schlosberg each exercised employee stock options for 449,868 shares of Common Stock.

 

(3)                                 The shares of Common Stock represent shares which were held of record by Hilrod and distributed to its general and limited partners in accordance with the terms of the partnership agreement, as further described in Item 4 of this Amendment No. 16.

 

(4)                                 The shares of Common Stock represent shares which were held of record by HRS Holdings and distributed to its general and limited partners in accordance with the terms of the partnership agreement, as further described in Item 4 of this Amendment No. 16.

 

(5)                                 On July 25, 2013, each of Mr. Sacks and Mr. Schlosberg received an aggregate of 77,208 shares of Common Stock as a result of their general partnership interests in each of Hilrod and HRS Holdings.  Messrs. Sacks and Schlosberg each received 63,051 shares of Common Stock distributed to each of them without consideration by Hilrod and 14,157 shares of Common Stock distributed to each of them without consideration by HRS Holdings.

 

28