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UNITED STATES

 

 

SECURITIES & EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

 

Monster Beverage Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

61174X109

(CUSIP Number)

 

Rodney C. Sacks

1 Monster Way

Corona, California 92879

(951) 739-6200

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

 

June 12, 2015

(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.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Brandon Limited Partnership No. 1

 

 

(2)

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

 

 

(a)

 o

 

 

(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
1,881,856

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,881,856

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,881,856

 

 

(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)
0.9%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Brandon Limited Partnership No. 2

 

 

(2)

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

 

 

(a)

 o

 

 

(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)
4.8%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Rodney Cyril Sacks

 

 

(2)

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

 

 

(a)

 o

 

 

(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
2,386,271

 

(8)

Shared Voting Power
15,712,848

 

(9)

Sole Dispositive Power
2,386,271

 

(10)

Shared Dispositive Power
15,712,848

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
18,099,119

 

 

(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)
8.8%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilton Hiller Schlosberg

 

 

(2)

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

 

 

(a)

 o

 

 

(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
2,342,080

 

(8)

Shared Voting Power
15,712,848

 

(9)

Sole Dispositive Power
2,342,080

 

(10)

Shared Dispositive Power
15,712,848

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
18,054,928

 

 

(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)
8.8%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings IV, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
34,924

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
34,924

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
34,924

 

 

(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)
0.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings V, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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

 

7


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings VI, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
107,900

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
107,900

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
107,900

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings VII, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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

 

9


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings VIII, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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

 

10

 


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings IX, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
151,148

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
151,148

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
151,148

 

 

(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

 

11


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings X, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
83,306

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
83,306

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
83,306

 

 

(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

 

12


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings XI, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
168,414

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
168,414

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
168,414

 

 

(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

 

13


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings XII, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
153,534

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
153,534

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
153,534

 

 

(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.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings XIII, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
727,354

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
727,354

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
727,354

 

 

(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)
0.4%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

15


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings XIV, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
2,000,000

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
2,000,000

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000

 

 

(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)
1.0%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

16


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Hilrod Holdings XV, L.P.

 

 

(2)

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

 

 

(a)

 o

 

 

(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
427,736

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
427,736

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
427,736

 

 

(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

 

17


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 o

 

 

(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

 

18


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 o

 

 

(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

 

19


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
RCS Direct 2010 Grantor Retained Annuity Trust

 

 

(2)

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

 

 

(a)

 o

 

 

(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
35,162

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
35,162

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
35,162

 

 

(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.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 o

 

 

(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
1,612

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
1,612

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612

 

 

(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

 

21


 

CUSIP No.  61174X109

13D/A

 

 

 

(1)

Names of Reporting Persons
RCS Direct 2011 Grantor Retained Annuity Trust

 

 

(2)

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

 

 

(a)

 o

 

 

(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
68,438

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
68,438

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
68,438

 

 

(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

 

22


 

CUSIP No.  61174X109

13D/A

 

 

Introduction

 

This Amendment No. 23 (“Amendment No. 23”) 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”), Amendment No. 15 dated March 18, 2013 (“Amendment No. 15”), Amendment No. 16 dated July 29, 2013 (“Amendment No. 16”), Amendment No. 17 dated September 16, 2013 (“Amendment No. 17”), Amendment No. 18 dated December 17, 2013 (“Amendment No. 18”), Amendment No. 19 dated August 18, 2014 (“Amendment No. 19”), Amendment No. 20 dated September 16, 2014 (“Amendment No. 20”), Amendment No. 21 dated December 16, 2014 (“Amendment No. 21”) and Amendment No. 22 dated March 17, 2015 (“Amendment No. 22”) (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, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22 and Amendment No. 23 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. 23 reflects transactions and developments through June 12, 2015, 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. 23.

 

Any capitalized terms used in this Amendment No. 23 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, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21 and Amendment No. 22.

 

This Amendment No. 23 is being filed to reflect the Holding Company Reorganization (as defined herein), as more fully disclosed in the press release issued by the Company on June 12, 2015, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 12, 2015.

 

Item 4.   Purpose of Transaction

 

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

 

On June 12, 2015, the Company completed a holding company reorganization in which the Company (“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, subject to the same vesting requirements.

 

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

 

23


 

The officers of New Monster are the same as the officers of Old Monster immediately prior to the closing of the Transactions.  The directors of New Monster are the same as the directors of Old Monster immediately prior to the closing of the Transactions, except that the size of the board of directors has been increased by two directors, and New Monster has appointed Gary P. Fayard and Kathy N. Waller to the board as the TCCC designees.

 

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.

 

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. 23 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. 23 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. 23 with respect to Brandon No. 1, Brandon No. 2, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII, Hilrod XIV, Hilrod XV, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2 and RCS Direct 2011 are based upon 204,251,380 shares of Common Stock outstanding as of June 12, 2015 after giving effect to the Holding Company Reorganization (the “Aggregate Outstanding Shares”), as provided by the Company to the Reporting Persons.  Percentages calculated in this Amendment No. 23 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 205,540,292 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 1,288,912 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 or Hilrod XV.

 

As of June 12, 2015, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 20,441,199 shares, or 9.9% of the outstanding Common Stock.  Percentages calculated in this Amendment No. 23 with respect to the Reporting Persons as a group are based upon 206,829,204 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 2,577,824 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) 983,464 shares of Common Stock beneficially held by him; (ii) 1,288,912 shares presently exercisable under the stock option agreements; (iii) 349 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (iv) 714 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (v) 1,079 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (vi) 401 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (vii) 1,895 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (viii) 1,511 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (ix) 833 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (x) 1,684 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; (xi) 1,535 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XII’s general partners; (xii) 7,274 shares beneficially held by Hilrod XIII because Mr. Sacks is one of Hilrod XIII’s general partners; (xiii) 20,000 shares beneficially held by Hilrod XIV because Mr. Sacks is one of Hilrod XIV’s general partners and (xiv) 2,877 shares beneficially held by Hilrod XV because Mr. Sacks is one of Hilrod XV’s general partners; and (b) with respect to Mr. Schlosberg: (i) 954,662 shares of Common Stock beneficially held by him; (ii) 1,288,912 shares presently exercisable under the stock option agreements; (iii) 349 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (iv) 714 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (v) 1,079 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (vi) 401 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (vii) 1,895 shares

 

24


 

beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (viii) 1,511 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (ix) 833 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (x) 1,684 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; (xi) 1,535 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners; (xii) 7,274 shares beneficially held by Hilrod XIII because Mr. Schlosberg is one of Hilrod XIII’s general partners; (xiii) 20,000 shares beneficially held by Hilrod XIV because Mr. Schlosberg is one of Hilrod XIV’s general partners; and (xiv) 2,877 shares beneficially held by Hilrod XV because Mr. Schlosberg is one of Hilrod XV’s general partners.

 

(c)                                  All transactions effected by the Reporting Persons in the Company’s securities during the past sixty days, other than those effected pursuant to the Holding Company Reorganization disclosed in Item 4, are 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.

 

25


 

CUSIP No.  61174X109

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.

 

 

June 16, 2015

 

 

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

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

 

26


 

 

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

 

 

 

 

 

 

 

Hilrod Holdings XIII, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings XIV, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

Hilrod Holdings XV, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

27


 

 

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

 

28


 

SCHEDULE A

 

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

 

 

 

Date of Transaction

 

No. of Securities
Acquired/(Disposed Of)

 

Average Price Per
Security

 

Range of Prices Per
Security

 

Mr. Sacks

 

4/17/2015

 

42,146

 

$0 (1)

 

N/A

 

Mr. Schlosberg

 

4/17/2015

 

42,146

 

$0 (1)

 

N/A

 

Hilrod IX

 

4/20/2015

 

(53,487)

 

$140.263 (2)(3)

 

$140.00 - $140.81

 

Hilrod IX

 

4/21/2015

 

(83,400)

 

$140.261 (2)(3)

 

$140.00 - $140.995

 

Hilrod IX

 

4/21/2015

 

(3,200)

 

$141.198 (2)(3)

 

$141.04 - $141.32

 

Hilrod IX

 

4/22/2015

 

(23,102)

 

$140.003 (2)(3)

 

$140.00 - $140.12

 

Hilrod IX

 

4/23/2015

 

(76,876)

 

$140.21 (2)(3)

 

$140.00 - $140.68

 

Mr. Sacks

 

5/7/2015

 

83,113

 

$0 (1)

 

N/A

 

Mr. Schlosberg

 

5/7/2015

 

83,113

 

$0 (1)

 

N/A

 

Mr. Sacks

 

5/12/2015

 

28,839

 

$0 (1)

 

N/A

 

 

(1)  Represents shares of Common Stock transferred to Mr. Sacks or Mr. Schlosberg, as applicable, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.

 

(2)  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.

 

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

 

29