UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
Monster Beverage Corporation
(Name of the Issuer)
 
Common Stock, par value $0.005 per share
(Title of Class of Securities)
 
61174X109
(CUSIP Number)
 
Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copy to:
Martha E. McGarry, Esq.
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000

March 16, 2018
(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.  
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 on the remainder of this cover page shall not be deemed to be "filed" for the 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. 49271M100
1.
NAME OF REPORTING PERSONS
The Coca-Cola Company
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      ☐
 
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
102,121,602
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
102,121,602
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,121,602
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES               ☐
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%*
14.
TYPE OF REPORTING PERSON
CO

* Based on 566,402,748 shares of Common Stock (as defined herein) outstanding as of February 12, 2018 (based upon information contained in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017).
 


CUSIP No. 49271M100
1.
NAME OF REPORTING PERSONS
European Refreshments
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      ☐
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
 
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
102,121,602
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
102,121,602
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,121,602
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES               ☐
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%*
14.
TYPE OF REPORTING PERSON
CO

* Based on 566,402,748 shares of Common Stock outstanding as of February 12, 2018 (based upon information contained in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017).





PREAMBLE

This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2015 (the "Schedule 13D") by The Coca-Cola Company, a Delaware corporation ("TCCC"), and European Refreshments, an Irish corporation and indirect wholly owned subsidiary of TCCC ("ER", and together with TCCC, the "Reporting Persons"), relating to shares of common stock, par value $0.005 per share (the "Common Stock"), of Monster Beverage Corporation, a Delaware corporation (the "Issuer"). This Amendment No. 1 is being filed jointly by the Reporting Persons. Terms used herein and not otherwise defined shall have the meanings given to such terms in the Schedule 13D. Except as amended hereby, the disclosure in the Schedule 13D remains in effect.

Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 2.
Identity and Background

Certain information with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A (which replaces the prior Schedule A) attached hereto, including the name, business address, present principal occupation or employment, citizenship and other information relating to each director and executive officer of the Reporting Persons.

Item 4.
Purpose of the Transaction

On March 16, 2018, TCCC, ER and the Issuer entered into an Amendment (the "Amendment") to the Transaction Agreement, dated as of August 14, 2014 (the "Transaction Agreement"), by and among TCCC, ER, the Issuer, New Laser Merger Corp. and Monster Beverage Corporation (now known as Monster Beverage 1990 Corporation). The Amendment extends ER's right to designate individuals to the Issuer's Board of Directors under the Transaction Agreement for an additional year by providing that until the earlier of (i) June 12, 2019 and (ii) the first date on which ER has beneficial ownership of at least 20% of the aggregate shares of Common Stock of the Issuer then outstanding, ER will have the right to designate to the Issuer's Board of Directors a number of individuals who satisfy the director requirements as specified in the Transaction Agreement equal to the greater of (a) two or (b) 20% of the size of the Issuer's Board of Directors at any time (rounded up to the next whole number).

Except to the extent expressly modified by the Amendment, the Transaction Agreement remains in full force and effect in all respects. The Amendment is attached hereto as Exhibit 4 and is incorporated herein by reference.

Item 5.
Interest in Securities of the Issuer

(a)−(b)  The Reporting Persons share voting and investment power with respect to and beneficially own 102,121,602 shares of Common Stock, after giving effect to a 3-for-1 stock split of the Common Stock that was effected by the Issuer on November 9, 2016. The number of shares beneficially owned by the Reporting Persons represents 18.0% of the total number of issued and outstanding shares of Common Stock of the Issuer as of February 12, 2018 (based upon information contained in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017).

As of the date of this Amendment No. 1, Kathy N. Waller, the Executive Vice President, Chief Financial Officer and President of Enabling Services of TCCC, who also serves on the Issuer's Board of Directors, holds sole voting and investment power with respect to and beneficially owns 6,153 shares of Common Stock. This excludes (i) restricted stock units held by Ms. Waller with respect to 3,244 shares of Common Stock and (ii) deferred stock units held by Ms. Waller with respect to 505 shares of Common Stock, in each case, that will not vest or be exercisable within 60 days of the date of this Amendment No. 1.

 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 above is incorporated by reference into this Item 6.
 
Item 7.
Material To Be Filed as Exhibits.

The following document is filed as an exhibit to this Amendment No. 1:

Exhibit Number
 
Description of Exhibit
 
 
 
Exhibit 4
 
Amendment to Transaction Agreement, dated as of March 16, 2018, by and among the Issuer,
The Coca-Cola Company and European Refreshments.




SIGNATURE

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.

 
THE COCA-COLA COMPANY
 
         
         
Dated: March 20, 2018
By:  
 /s/ Kathy N. Waller
 
   
Name:
Kathy N. Waller
 
   
Title:
Executive Vice President, Chief Financial Officer and President of Enabling Services
 
         
         
         
         
         
         
 
EUROPEAN REFRESHMENTS
 
         
         
         
Dated: March 20, 2018
By:  
 /s/ Owen Desmond  
   
Name:    
Owen Desmond  
   
Title:
Director  



SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY AND EUROPEAN REFRESHMENTS

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company ("TCCC") and European Refreshments ("ER"). Except as indicated below, each such person is a citizen of the United States. Except as indicated in the Schedule 13D as amended by Amendment No. 1, none of the directors or executive officers named below beneficially owns any Common Stock of Monster Beverage Corporation. Directors of TCCC or ER who are also executive officers of TCCC or ER are indicated by an asterisk. Except as indicated below, the business address of each director and executive officer of TCCC is One Coca-Cola Plaza, Atlanta, Georgia 30313 and of each director of ER is either One Coca-Cola Plaza, Atlanta, Georgia 30313 or Southgate, Dublin Road, Drogheda, County Meath, Ireland.

DIRECTORS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION OR EMPLOYMENT
ADDRESS
Muhtar Kent*
Chairman of the Board of Directors of The Coca-Cola Company
 
James Quincey*
Director, President and Chief Executive Officer of The Coca-Cola Company
Mr. Quincey is a citizen of the United Kingdom
 
Herbert A. Allen
President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Ronald W. Allen
Former Chairman of the Board of Directors, President and Chief Executive Officer of Aaron's, Inc.
c/o The Coca-Cola Company
One Coca-Cola Plaza
NAT 2616
Atlanta, GA 30313
Marc Bolland
Head of European Portfolio Operations of The Blackstone Group L.P.
Mr. Bolland is a citizen of the Netherlands
The Blackstone Group
International Partners LLP
40 Berkeley Square
London
W1J 5AL - UK
Ana Botín
Executive Chair and a Director of Banco Santander, S.A., a global multinational bank, and a Director of Santander UK plc, a leading financial services provider in the United Kingdom and subsidiary of Banco Santander, S.A.
Ms. Botín is a citizen of Spain
Banco Santander, S.A.
Avda de Cantabria s/n
Edif. Pereda
28660 Boadilla del Monte
Madrid, Spain
Richard M. Daley
Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment
Tur Partners LLC
900 N. Michigan Avenue
Suite 1720
Chicago, IL 60611
Barry Diller
Chairman of the Board of Directors and Senior Executive of IAC/InterActiveCorp, a leading media and internet company;
Chairman of the Board of Directors and Senior Executive of Expedia, Inc., an online travel company
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011


Helene D. Gayle
Chief Executive Officer of The Chicago Community Trust, a community foundation (dedicated to improving the Chicago region through strategic grant making, civic engagement and inspiring philanthropy)
The Chicago Community Trust
225 N. Michigan Ave.
Chicago, IL 60601
Alexis M. Herman
Chair and Chief Executive Officer of New Ventures LLC, risk management consulting company
New Ventures, Inc.
633 Pennsylvania Avenue NW
3rd Floor Washington, D.C. 20004
Robert A. Kotick
Chief Executive Officer and a Director of Activision Blizzard, Inc., a leading global developer and publisher of interactive entertainment
Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Maria Elena Lagomasino
Chief Executive Officer and Managing Partner of WE Family Offices, a global family office serving high net worth families
WE Family Offices
Rockefeller Center
1270 Avenue of the Americas
Suite 2101
New York, NY 10020
Sam Nunn
Co-Chairman of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons
King & Spalding LLP
1180 Peachtree St NE
Atlanta, GA 30309
David B. Weinberg
Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment management office with diverse interests in a variety of asset classes
Judd Enterprises, Inc.
401 N. Michigan Ave
#3050
Chicago, IL 60611
 
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION OR EMPLOYMENT
ADDRESS
Muhtar Kent
Chairman of the Board of Directors of The Coca-Cola Company
 
James Quincey
President, Chief Executive Officer and Director of The Coca-Cola Company
Mr. Quincey is a citizen of the United Kingdom
 
Francisco Crespo
Senior Vice President and Chief Growth Officer of The Coca-Cola Company
 
James L. Dinkins
Senior Vice President of The Coca-Cola Company and President,
Coca-Cola North America
 
Bernhard Goepelt
Senior Vice President, and General Counsel and Chief Legal Counsel of The Coca-Cola Company
Mr. Goepelt is a citizen of Germany
 
Ed Hays, PhD
Senior Vice President and Chief Technical Officer of The Coca-Cola Company
 
Robert Long
Senior Vice President and Chief Innovation Officer of The Coca-Cola Company
 
Jennifer K. Mann
Senior Vice President and Chief People Officer of The Coca-Cola Company
 


John Murphy
President of the Asia Pacific Group of The Coca-Cola Company
Mr. Murphy is a citizen of Ireland
 
Beatriz Perez
Senior Vice President and Chief Public Affairs, Communications and Sustainability Officer of The Coca-Cola Company
 
Alfredo Rivera
President of the Latin America Group of The Coca-Cola Company
Mr. Rivera is a citizen of Honduras
 
Barry Simpson
Senior Vice President and Chief Information Officer of The Coca-Cola Company
Mr. Simpson is a citizen of Australia
 
Brian Smith
President of the Europe, Middle East and Africa Group of The
Coca-Cola Company
 
Kathy N. Waller
Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company
 

DIRECTORS OF EUROPEAN REFRESHMENTS

NAME
PRINCIPAL OCCUPATION OR EMPLOYMENT
ADDRESS
Una Sheils
GFO Group Entities Controller, European Refreshments
Ms. Sheils is a citizen of Ireland
 
Robert J. Jordan Jnr
Vice President and General Tax Counsel, The Coca-Cola Company
 
Marie Quintero-Johnson
Vice President and Director of Mergers & Acquisitions, The
Coca-Cola Company
 
Miriam Doyle
Director and Company Secretary, European Refreshments
Ms. Doyle is a citizen of Ireland
 
Owen Desmond
Director, European Refreshments
Mr. Desmond is a citizen of Ireland
 
John McGowan
Director, European Refreshments
Mr. McGowan is a citizen of Ireland
 

EXECUTIVE OFFICERS OF EUROPEAN REFRESHMENTS(1)

NAME
PRINCIPAL OCCUPATION OR EMPLOYMENT
ADDRESS
Una Sheils
GFO Group Entities Controller, European Refreshments
Ms. Sheils is a citizen of Ireland
 
Robert J. Jordan Jnr
Vice President and General Tax Counsel, The Coca-Cola Company
 
Marie Quintero-Johnson
Vice President and Director of Mergers & Acquisitions, The Coca-Cola Company
 
Miriam Doyle
Director and Company Secretary, European Refreshments
Ms. Doyle is a citizen of Ireland
 
Owen Desmond
Director, European Refreshments
Mr. Desmond is a citizen of Ireland
 
John McGowan
Director, European Refreshments
Mr. McGowan is a citizen of Ireland
 

(1)
The officers of ER are its directors, along with the company secretary (who does not have powers of management).

Exhibit 4

AMENDMENT TO TRANSACTION AGREEMENT

This Amendment (this "Amendment") to the Transaction Agreement (the "Agreement"), dated as of August 14, 2014, by and among Monster Beverage Corporation, a Delaware corporation (the "Company"), New Laser Corporation, a Delaware corporation and wholly-owned Subsidiary of the Company ("NewCo"), New Laser Merger Corp., a Delaware corporation and wholly-owned Subsidiary of NewCo ("Merger Sub"), The Coca-Cola Company, a Delaware corporation ("Parent"), and European Refreshments, a company formed under the laws of Ireland and an indirect wholly-owned Subsidiary of Parent (the "Purchaser"), is made as of March 16, 2018.  Except as otherwise indicated, capitalized terms used herein shall have the meanings set forth in the Agreement.

WHEREAS, pursuant to Section 12.4 of the Agreement, the Parent, the Purchaser and NewCo wish to amend Section 8.10(b) of the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.
Amendment to Section 8.10(b) of the Agreement.  Section 8.10(b) of the Agreement is hereby deleted and replaced in its entirety as follows:

"(b) From the Closing until the earlier of (i) June 12, 2019 and (ii) the first date on which the Purchaser has Beneficial Ownership of at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding (the "Initial Board Representation Period"), the Purchaser shall have the right to designate to the NewCo Board a number of individuals who satisfy the Director Requirements equal to the greater of (A) two or (B) 20% of the size of the NewCo Board at any time (rounded up to the next whole number)."

2.
Effect of Amendment.  Except as and to the extent expressly modified by this Amendment, the Agreement, as so amended by this Amendment, will remain in full force and effect in all respects.  Each reference to "hereof," "herein," "hereby," "herewith," and "this Agreement" in the Agreement will from and after the effective date hereof refer to the Agreement as amended by this Amendment.  Subject to the immediately preceding sentence, the provisions set forth in Section 1.3 of the Agreement relating to construction will apply to this Amendment.

3.
Entire Agreement.  The Agreement (as amended by this Amendment), together with the exhibits and schedules thereto, and the other written agreements entered into between the parties in connection with the Agreement or subsequent thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.  To the extent any provision of the Agreement is inconsistent with any provision of this Amendment, the terms of this Amendment will control.

1

4.
Counterparts and Execution. This Amendment may be executed in two or more counterparts, all of which when taken together will be considered one and the same agreement and will become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by email delivery of a ".pdf" format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

[Signature Page Follows]




2

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.

 
MONSTER BEVERAGE CORPORATION (f/k/a NEW LASER CORPORATION)
 
         
         
 
By:
/s/ Rodney C. Sacks
 
   
Name:
Rodney C. Sacks
 
   
Title:
Chairman & CEO
 
         
         
         
 
THE COCA-COLA COMPANY
 
         
         
 
By:
/s/ Marie Quintero-Johnson
 
   
Name:
Marie Quintero-Johnson
 
   
Title:
Vice President
 
         
         
         
 
EUROPEAN REFRESHMENTS
 
         
         
 
By:  
/s/ Owen Desmond
 
   
Name:  
Owen Desmond
 
   
Title:
Director