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* SACKS RODNEY C (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 04/15/2015
	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	04/15/2015		G(1)	V	42,146	D	$0	829,366(2)	D
Common Stock	04/17/2015		G(3)	V	42,146	A	$0	871,512	D
Common Stock								1,881,856	I	By Brandon Limited Partnership No. 1(4)
Common Stock								9,815,648	I	By Brandon Limited Partnership No. 2(4)
Common Stock								34,924	I	By Hilrod Holdings IV, L.P.(4)
Common Stock								71,428	I	By Hilrod Holdings V, L.P.(4)
Common Stock								107,900	I	By Hilrod Holdings VI, L.P.(4)
Common Stock								40,072	I	By Hilrod Holdings VII, L.P.(4)
Common Stock								189,528	I	By Hilrod Holdings VIII, L.P.(4)
Common Stock	04/20/2015		S(5)		53,487	D	$140.263(6)	337,726	I	By Hilrod Holdings IX, L.P.(4)
Common Stock	04/21/2015		S(5)		83,400	D	$140.261(7)	254,326	I	By Hilrod Holdings IX, L.P.(4)
Common Stock	04/21/2015		S(5)		3,200	D	$141.198(8)	251,126	I	By Hilrod Holdings IX, L.P.(4)
Common Stock	04/22/2015		S(5)		23,102	D	$140.033(9)	228,024	I	By Hilrod Holdings IX, L.P.(4)
Common Stock								83,306	I	By Hilrod Holdings X, L.P.(4)
Common Stock								168,414	I	By Hilrod Holdings XI, L.P.(4)
Common Stock								153,534	I	By Hilrod Holdings XII, L.P.(4)(10)
Common Stock								727,354	I	By Hilrod Holdings XIII, L.P.(4)(10)
Common Stock								2,000,000	I	By Hilrod Holdings XIV, L.P.(4)
Common Stock								287,736	I	By Hilrod Holdings XV, L.P.(4)
Common Stock								77,121	I	By RCS 2009 GRAT #2(4)
Common Stock								35,162	I	By RCS Direct 2010 GRAT(4)
Common Stock								1,612	I	By RCS Direct 2010 GRAT #2(4)

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)	$8.435							(11)	11/11/2015	Common Stock	1,200,000		960,000	D
Employee Stock Option (right to buy)	$15.86							(11)	06/02/2018	Common Stock	800,000		18,912	D
Employee Stock Option (right to buy)	$17.82							(11)	12/01/2019	Common Stock	500,000		100,000	D
Employee Stock Option (right to buy)	$53.96							(12)	06/03/2023	Common Stock	140,000		140,000	D
Employee Stock Option (right to buy)	$53.96							(11)	06/03/2023	Common Stock	70,000		70,000	I	By Hilrod Holdings XV, L.P.(4)
Employee Stock Option (right to buy)	$70.06							(13)	03/14/2024	Common Stock	210,000		210,000	D
Employee Stock Option (right to buy)	$135.48							(14)	03/13/2025	Common Stock	79,200		79,200	D
Restricted Stock Units	(15)							(16)	(17)	Common Stock	38,100		38,100	D

Explanation of Responses:

1. Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee.

2. As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person and a transfer of shares directly to the reporting person, the total amount of shares directly owned increased prior to this transaction.

3. Represents shares transferred to the reporting person as the proceeds of in-kind annuity payments from an existing grantor retained annuity trust with an independent trustee.

4. The reporting person is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, 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., Hilrod Holdings XI, L.P., Hilrod Holdings XII, L.P., Hilrod Holdings XIII, L.P., Hilrod Holdings XIV, L.P., Hilrod Holdings XV, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.

5. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted March 13, 2015.

6. This transaction was executed in multiple trades at prices ranging from $140.00 to $140.81. 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 of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $140.00 to $140.995. 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 of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. This transaction was executed in multiple trades at prices ranging from $141.04 to $141.32. 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 of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

9. This transaction was executed in multiple trades at prices ranging from $140.00 to $140.12. 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 of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

10. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts and the transfer of shares directly to the reporting person. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.

11. The options are currently vested.

12. The remaining options vest in two equal installments on June 3, 2015 and 2016.

13. The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.

14. The options vest in three equal installments on March 13, 2016, 2017 and 2018.

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

16. The restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.

17. Not applicable.

Remarks:

	Rodney C. Sacks	04/22/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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