SEC Filing | Monster Energy Company

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SEC FORM 4 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

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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^*

SCHLOSBERG HILTON H

(Last)

(First)

(Middle)

1 MONSTER WAY

(Street)

CORONA

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)
Vice Chairman and President

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2015		G⁽³⁾	V	83,113	A	$0	954,662	D
Common Stock	06/12/2015		D		954,662	D	⁽¹⁾⁽²⁾	0	D
Common Stock	06/12/2015		D		1,881,856	D	⁽¹⁾⁽²⁾	0	I	By Brandon Limited Partnership No. 1⁽⁴⁾
Common Stock	06/12/2015		D		9,815,648	D	⁽¹⁾⁽²⁾	0	I	By Brandon Limited Partnership No. 2⁽⁴⁾
Common Stock	06/12/2015		D		34,924	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings IV, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		71,428	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings V, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		107,900	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings VI, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		40,072	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings VII, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		189,528	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings VIII, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		151,148	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings IX, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		83,306	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings X, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		168,414	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XI, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		153,534	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XII, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		727,354	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XIII, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		2,000,000	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XIV, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		287,736	D	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XV, L.P.⁽⁴⁾
Common Stock	06/12/2015		D		30,068	D	⁽¹⁾⁽²⁾	0	I	By RCS 2008 GRAT #2⁽⁴⁾
Common Stock	06/12/2015		D		68,438	D	⁽¹⁾⁽²⁾	0	I	By RCS Direct 2011 GRAT⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$8.435	06/12/2015		D			960,000	⁽⁵⁾	11/11/2015	Common Stock	960,000	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (right to buy)	$15.86	06/12/2015		D			18,912	⁽⁵⁾	06/02/2018	Common Stock	18,912	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (right to buy)	$17.82	06/12/2015		D			100,000	⁽⁵⁾	12/01/2019	Common Stock	100,000	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (right to buy)	$53.96	06/12/2015		D			140,000	⁽⁶⁾	06/03/2023	Common Stock	140,000	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (right to buy)	$53.96	06/12/2015		D			70,000	⁽⁵⁾	06/03/2023	Common Stock	70,000	⁽¹⁾⁽²⁾	0	I	By Hilrod Holdings XV, L.P.⁽⁴⁾
Employee Stock Option (right to buy)	$70.06	06/12/2015		D			210,000	⁽⁷⁾	03/14/2024	Common Stock	210,000	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (right to buy)	$135.48	06/12/2015		D			79,200	⁽⁸⁾	03/13/2025	Common Stock	79,200	⁽¹⁾⁽²⁾	0	D
Restricted Stock Units	⁽⁹⁾	06/12/2015		D			38,100	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	38,100	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On June 12, 2015, Monster Beverage Corporation completed a holding company reorganization in which Monster Beverage Corporation ("Old Monster") merged with and into a wholly-owned subsidiary of New Laser Corporation (which has been renamed Monster Beverage Corporation) ("New Monster") with Old Monster continuing as the surviving corporation and as a wholly-owned subsidiary of New Monster (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding common share of Old Monster was disposed of in exchange for one common share of New Monster, and all Old Monster restricted stock units and stock options were disposed of in exchange for an equal number of New Monster restricted stock units and stock options, respectively.

2. In connection with the transactions consummated on June 12, 2015, immediately after the effective time of the Holding Company Reorganization, New Monster issued to The Coca-Cola Company newly issued common shares of New Monster representing approximately 16.7% of the total number of outstanding New Monster common shares (giving effect to such issuance).

3. Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained 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 co-trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.

5. The options are currently vested.

6. The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.

7. 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.

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

9. 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.

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

11. Not applicable.

Remarks:

	Hilton H. Schlosberg	06/12/2015
	** 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).
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