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) Senior VP - Monster Energy Co.
	3. Date of Earliest Transaction (Month/Day/Year) 03/14/2014
	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

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 Options (right to buy)	$15.86							(1)	06/02/2018	Common Stock	40,000		8,000	D
Employee Stock Options (right to buy)	$18.07							(2)	06/01/2019	Common Stock	20,000		8,000	D
Employee Stock Options (right to buy)	$17.82							(3)	12/01/2019	Common Stock	20,000		8,000	D
Employee Stock Options (right to buy)	$26.26							(4)	12/01/2020	Common Stock	20,000		12,000	D
Employee Stock Options (right to buy)	$47.13							(5)	03/14/2023	Common Stock	15,000		15,000	D
Employee Stock Options (right to buy)	$70.06	03/14/2014		A		10,000		(6)	03/14/2024	Common Stock	10,000	$0	10,000	D
Restricted Stock Units	(7)							(8)	(9)	Common Stock	3,000		3,000	D

Explanation of Responses:

1. The options are currently vested.

2. The options are currently vested with respect to 4,000 shares. The remaining options vest on June 1, 2014.

3. The options are currently vested with respect to 4,000 shares. The remaining options vest on December 1, 2014.

4. The options are currently vested with respect to 4,000 shares. The remaining options vest in two equal installments on December 1, 2014 and 2015.

5. The options are currently vested with respect to 1,500 shares. The remaining options vest in four installments as follows: 2,250 shares on March 14, 2015; 3,000 shares on March 14, 2016; 3,750 shares on March 14, 2017; 4,500 shares on March 14, 2018.

6. Granted March 14, 2014 pursuant to the Company's 2011 Stock Option Plan (which is a Rule 16b-3(d)(1) plan) and Equity Grant Procedures. The options vest in five installments as follows: 1,000 shares on March 14, 2015; 1,500 shares on March 14, 2016; 2,000 shares on March 14, 2017; 2,500 shares on March 14, 2018; 3,000 shares on March 14, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.

7. 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.

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

9. Not applicable.

Remarks:

	Thomas J. Kelly	03/17/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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