UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
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)
December 2, 2022
(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 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 5,645,568 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 5,645,568 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 5,645,568 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 1.1% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 29,386,944 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 29,386,944 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 29,386,944 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 5.6% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 881,587 |
| (8) | Shared Voting Power 44,514,201 | |
| (9) | Sole Dispositive Power 881,587 | |
| (10) | Shared Dispositive Power 44,514,201 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 45,395,788 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 8.6% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 901,651 |
| (8) | Shared Voting Power 44,514,201 | |
| (9) | Sole Dispositive Power 901,651 | |
| (10) | Shared Dispositive Power 44,514,201 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 45,415,852 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 8.7% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 104,772 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 104,772 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 104,772 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 214,284 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 214,284 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 214,284 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 323,700 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 323,700 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 323,700 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 120,216 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 120,216 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 120,216 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 568,584 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 568,584 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 568,584 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 453,444 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 453,444 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 453,444 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 249,918 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 249,918 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 249,918 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 505,242 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 505,242 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 505,242 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 327,186 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 327,186 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 327,186 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 1,440,954 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,440,954 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,440,954 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.3% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 186,790 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 186,790 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 186,790 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 424,176 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 424,176 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 424,176 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
17
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XVI, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 1,816,164 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,816,164 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,816,164 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.3% |
| (14) | Type of Reporting Person (See Instructions) PN |
18
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XVII, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0% |
| (14) | Type of Reporting Person (See Instructions) PN |
19
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XVIII, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 865,416 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 865,416 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 865,416 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.2% |
| (14) | Type of Reporting Person (See Instructions) PN |
20
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XIX, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 336,772 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 336,772 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 336,772 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
21
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XX, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 364,636 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 364,636 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 364,636 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
22
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXI, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 364,636 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 364,636 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 364,636 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
23
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXII, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 500,000 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 500,000 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
24
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXIII, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 793,704 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 793,704 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 793,704 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.2% |
| (14) | Type of Reporting Person (See Instructions) PN |
25
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXIV, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 244,562 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 244,562 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 244,562 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) PN |
26
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXV, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 534,000 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 534,000 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 534,000 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% |
| (14) | Type of Reporting Person (See Instructions) PN |
27
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
Hilrod Holdings XXVI, L.P. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 1,380,350 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,380,350 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,380,350 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.3% |
| (14) | Type of Reporting Person (See Instructions) PN |
28
| 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0% |
| (14) | Type of Reporting Person (See Instructions) OO |
29
| 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0% |
| (14) | Type of Reporting Person (See Instructions) OO |
30
| 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) OO |
31
| 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) OO |
32
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
RCS 2010 Grantor Retained Annuity Trust #3 | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) OO |
33
| 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) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (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 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) PN |
34
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
HHS 2010 Grantor Retained Annuity Trust #3 | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) PN |
35
| CUSIP No. 61174X109 | 13D/A |
| (1) |
Names of Reporting Persons
HHS 2014 Grantor Retained Annuity Trust #2 | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| (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) ¨ | |
| (6) | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) | Percent of Class Represented by Amount in Row (11) 0.0% |
| (14) | Type of Reporting Person (See Instructions) PN |
36
| CUSIP No. 61174X109 | 13D/A |
Introduction
This Amendment No. 28 (“Amendment No. 28”) 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”), Amendment No. 22 dated March 17, 2015 (“Amendment No. 22”), Amendment No. 23 dated June 16, 2015 (“Amendment No. 23”), Amendment No. 24 dated May 10, 2016 (“Amendment No. 24”), Amendment No. 25 dated June 15, 2016 (“Amendment No. 25”), Amendment No. 26 dated December 14, 2017 (“Amendment No. 26”) and Amendment No. 27 dated April 21, 2020 (“Amendment No. 27”) (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, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 27 and Amendment No. 28 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. 28 reflects transactions and developments through December 2, 2022, 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. 28. A joint filing agreement by the Reporting Persons is filed as an exhibit hereto.
Any capitalized terms used in this Amendment No. 28 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, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26 and Amendment No. 27.
This Amendment No. 28 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in trustees of certain Reporting Persons (as further described in Item 4 below) and a change in outstanding shares of Common Stock of the Company.
Item 2. Identity and Background
Item 2(a) is hereby amended by deleting Item 2(a) in its entirety and inserting in lieu thereof the following:
(a) The reporting persons are Brandon Limited Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”), Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”), Rodney Cyril Sacks, a natural person in his individual capacity (“Mr. Sacks”), Hilton Hiller Schlosberg, a natural person in his individual capacity (“Mr. Schlosberg”), HRS Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“HRS Holdings”), Hilrod Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod”), Hilrod Holdings IV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IV”), Hilrod Holdings V, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod V”), Hilrod Holdings VI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VI”), Hilrod Holdings VII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VII”), Hilrod Holdings VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VIII”), Hilrod Holdings IX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IX”), Hilrod Holdings X, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod X”), Hilrod Holdings XI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XI”), Hilrod Holdings XII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XII”), Hilrod Holdings XIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIII”), Hilrod Holdings XIV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIV”), Hilrod Holdings XV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XV”), Hilrod Holdings XVI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVI”), Hilrod Holdings XVII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVII”), Hilrod Holdings XVIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVIII”), Hilrod Holdings XIX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIX”), Hilrod Holdings XX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XX”), Hilrod Holdings XXI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXI”), Hilrod Holdings XXII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXII”), Hilrod Holdings XXIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXIII”), Hilrod Holdings XXIV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXIV”), Hilrod Holdings XXV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXV”), Hilrod Holdings XXVI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXVI”), the Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS 2008”), the Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS 2009”), the RCS Direct 2010 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct”), the RCS Direct 2010 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS Direct #2”), the Rodney C. Sacks 2010 Grantor Retained Annuity Trust #3, a grantor retained annuity trust organized under the laws of California (“RCS 2010”), the RCS Direct 2011 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct 2011”), the HHS 2010 Grantor Retained Annuity Trust #3, a grantor retained annuity trust organized under the laws of California (“HHS 2010”) and HHS 2014 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“HHS 2014”).
37
The general partners of each of Brandon No. 1, Brandon No. 2, HRS Holdings, Hilrod, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII, Hilrod XIV, Hilrod XV, Hilrod XVI, Hilrod XVII, Hilrod XVIII, Hilrod XIX, Hilrod XX and Hilrod XXI are Mr. Sacks and Mr. Schlosberg.
Item 2(b) is hereby amended and supplemented by adding the following:
The principal business address for each of Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV and Hilrod XXVI is 1 Monster Way, Corona, California 92879.
Item 2(c) is hereby amended and supplemented by adding the following:
The principal business of each of Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV and Hilrod XXVI is to invest in, acquire, hold, sell, dispose of and otherwise deal in shares of the Common Stock and other securities of the Company.
Item 2(d) is hereby amended by deleting Item 2(d) in its entirety and inserting in lieu thereof the following:
During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e) is hereby amended by deleting Item 2(e) in its entirety and inserting in lieu thereof the following:
During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
38
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
On December 1, 2022, Mr. Sacks resigned as a trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2, and Mr. Schlosberg resigned as a trustee of RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT. Sterling Trustees LLC was appointed as the successor for each of Mr. Sacks and Mr. Schlosberg. Accordingly, Mr. Sacks and Mr. Schlosberg no longer have voting or dispositive power over, and therefore are not deemed to beneficially own, any of the shares held by the aforementioned trusts. The aforementioned shares held by the trusts are held for the benefit of certain family members of each of Mr. Sacks or Mr. Schlosberg, as applicable.
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. Such other plans and proposals may include, without limitation, the entry into additional stock trading plans intended to comply with Rule 10b5-1 promulgated under the Exchange Act.
Item 5. Interest in Securities of the Issuer
Item 5 (a) through (c) is hereby amended by deleting Item 5 (a) through (c) 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. 28 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. 28 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. 28 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, Hilrod XVI, Hilrod XVII, Hilrod XVIII, Hilrod XIX, Hilrod XX, Hilrod XXI, Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV, Hilrod XXVI, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2, RCS 2010, RCS Direct 2011, HHS 2010 and HHS 2014 are based upon 522,125,256 shares of Common Stock outstanding as of November 21, 2022 (the “Aggregate Outstanding Shares”). Percentages calculated in this Amendment No. 28 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 524,980,489 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 2,855,233 shares of Common Stock that could be acquired within 60 days of December 2, 2022 by each of Mr. Sacks and Mr. Schlosberg upon the exercise of options to purchase Common Stock held by him.
As of December 2, 2022, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 48,935,256 shares, or 9.3% of the outstanding Common Stock. Percentages calculated in this Amendment No. 28 with respect to the Reporting Persons as a group are based upon 527,835,722 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 5,710,466 aggregate shares of Common Stock that could be acquired within 60 days of December 2, 2022 by 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) 664,171 shares of Common Stock beneficially held by him; (ii) 2,855,233 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 1,048 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (iv) 2,143 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (v) 3,237 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (vi) 1,202 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (vii) 5,686 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (viii) 4,534 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (ix) 2,499 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (x) 5,052 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; (xi) 3,272 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XII’s general partners; (xii) 14,410 shares beneficially held by Hilrod XIII because Mr. Sacks is one of Hilrod XIII’s general partners; (xiii) 1,868 shares beneficially held by Hilrod XIV because Mr. Sacks is one of Hilrod XIV’s general partners; (xiv) 42 shares beneficially held by Hilrod XV because Mr. Sacks is one of Hilrod XV’s general partners; (xv) 3,368 shares beneficially held by Hilrod XIX because Mr. Sacks is one of Hilrod XIX’s general partners; (xvi) 3,646 shares beneficially held by Hilrod XX because Mr. Sacks is one of Hilrod XX’s general partners; (xvii) 3,646 shares beneficially held by Hilrod XXI because Mr. Sacks is one of Hilrod XXI’s general partners; (xviii) 40,000 shares beneficially held by Hilrod XXII because Mr. Sacks is one of Hilrod XXII’s general partners and one of Hilrod XXII’s limited partners; (xix) 2,446 shares beneficially held by Hilrod XXIV because Mr. Sacks is one of Hilrod XXIV’s general partners; and (xx) 5,340 shares beneficially held by Hilrod XXV because Mr. Sacks is one of Hilrod XXV’s general partners; and (b) with respect to Mr. Schlosberg: (i) 684,235 shares of Common Stock beneficially held by him; (ii) 2,855,233 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 1,048 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (iv) 2,143 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (v) 3,237 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (vi) 1,202 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (vii) 5,686 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (viii) 4,534 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (ix) 2,499 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (x) 5,052 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; (xi) 3,272 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners; (xii) 14,410 shares beneficially held by Hilrod XIII because Mr. Schlosberg is one of Hilrod XIII’s general partners; (xiii) 1,868 shares beneficially held by Hilrod XIV because Mr. Schlosberg is one of Hilrod XIV’s general partners; (xiv) 42 shares beneficially held by Hilrod XV because Mr. Schlosberg is one of Hilrod XV’s general partners; (xv) 3,368 shares beneficially held by Hilrod XIX because Mr. Schlosberg is one of Hilrod XIX’s general partners; (xvi) 3,646 shares beneficially held by Hilrod XX because Mr. Schlosberg is one of Hilrod XX’s general partners; (xvii) 3,646 shares beneficially held by Hilrod XXI because Mr. Schlosberg is one of Hilrod XXI’s general partners; (xviii) 40,000 shares beneficially held by Hilrod XXII because Mr. Schlosberg is one of Hilrod XXII’s general partners and one of Hilrod XXII’s limited partners; (xix) 2,446 shares beneficially held by Hilrod XXIV because Mr. Schlosberg is one of Hilrod XXIV’s general partners; and (xx) 5,340 shares beneficially held by Hilrod XXV because Mr. Schlosberg is one of Hilrod XXV’s general partners.
39
(c) All transactions effected by the Reporting Persons in the Company’s securities during the past 60 days are set forth in Schedule A hereto.
Item 7. Material to be Filed as Exhibits.
| 1. | Joint Filing Agreement, dated December 2, 2022 |
40
| 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.
December 2, 2022
| 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 | ||
| Hilrod Holdings VIII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
41
| 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 | ||
|
Hilrod Holdings XVI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
42
|
Hilrod Holdings XVII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XVIII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XIX, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XX, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XXI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XXII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
| Hilrod Holdings XXIII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
| Hilrod Holdings XXIV, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
43
| Hilrod Holdings XV, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
| Hilrod Holdings XVI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
|
The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2 | ||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Trustee | ||
| The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Trustee | ||
| The RCS Direct 2010 Grantor Retained Annuity Trust | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The RCS Direct 2010 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The Rodney C. Sacks 2010 Grantor Retained Annuity Trust #3 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The RCS Direct 2011 Grantor Retained Annuity Trust | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
44
| The Hilton H. Schlosberg 2010 Grantor Retained Annuity Trust #3 | |||
| By: | /s/ Rodney C. Sacks | ||
| Name: | Rodney C. Sacks | ||
| Title: | Authorized Signatory | ||
|
The Hilton H. Schlosberg 2014 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Rodney C. Sacks | ||
| Name: | Rodney C. Sacks | ||
| Title: |
Authorized Signatory | ||
|
/s/ Rodney C. Sacks | |||
|
RODNEY C. SACKS | |||
| /s/ Hilton H. Schlosberg | |||
| HILTON H. SCHLOSBERG | |||
45
EXHIBIT INDEX
| 1. | Joint Filing Agreement, dated December 2, 2022 |
46
SCHEDULE A
The following are the transactions in the Company’s securities within the past 60 days:
| Date of Transaction | No. of Securities Acquired/(Disposed Of) |
Average Price Per Security |
Range of Prices Per Security | |
| Non-Derivative Securities | ||||
| Hilrod Holdings XXV, L.P. | 10/28/2022 | (366,000) (1) | 0 | N/A |
| Hilton Hiller Schlosberg | 10/28/2022 | 183,000 (2) | 0 | N/A |
| Rodney Cyril Sacks | 10/28/2022 | 183,000 (2) | 0 | N/A |
| Hilton Hiller Schlosberg | 11/25/2022 | (192) | 0 (3) | N/A |
| Rodney Cyril Sacks | 12/01/2022 | (33,867) (4) | 0 | N/A |
| Hilton Hiller Schlosberg | 12/01/2022 | (33,867) (4) | 0 | N/A |
| HHS 2010 GRAT #3 | 12/01/2022 | (3,091,215) (5) | 0 | N/A |
| HHS 2014 GRAT #2 | 12/01/2022 | (28,722) (5) | 0 | N/A |
| RCS Direct 2010 GRAT | 12/01/2022 | (105,486) (6) | 0 | N/A |
| RCS Direct 2010 GRAT #2 | 12/01/2022 | (4,836) (6) | 0 | N/A |
| RCS 2010 GRAT #3 | 12/01/2022 | (1,639,842) (6) | 0 | N/A |
| RCS Direct 2011 GRAT | 12/01/2022 | (80,598) (6) | 0 | N/A |
| Derivative Securities | ||||
| N/A | N/A | N/A | N/A | N/A |
(1) Reflects the distribution of shares as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust and the transfer of shares directly to each of Mr. Sacks and Mr. Schlosberg as general partners of Hilrod Holdings XXV, L.P. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by each of Mr. Sacks and Mr. Schlosberg.
(2) As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by each of Mr. Sacks and Mr. Schlosberg, as the proceeds of an in-kind annuity payment from Hilrod Holdings XXV, L.P. to each of Mr. Sacks and Mr. Schlosberg, the total amount of shares directly owned by each of Mr. Sacks and Mr. Schlosberg has increased.
(3) Represents a gift of the Company’s common stock.
(4) On December 1, 2022, the voting and dispositive power of each of Mr. Sacks and Mr. Schlosberg terminated and was transferred to Sterling Trustees LLC. Such shares are not deemed beneficially owned by either Mr. Sacks or Mr. Schlosberg.
(5) On December 1, 2022, Mr. Sacks resigned as a trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2, and Sterling Trustees LLC was appointed as his successor. Accordingly, the reporting person no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the shares held by HHS 2010 GRAT #3 or HHS 2014 GRAT #2. The shares held by HHS GRAT #3 and HHS 2014 GRAT #2 are held for the benefit of certain family members of Mr. Schlosberg.
(6) On December 1, 2022, Mr. Schlosberg resigned as a trustee of RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT, and Sterling Trustees LLC was appointed as his successor. Accordingly, Mr. Schlosberg no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the shares held by RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT. The shares held by RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT are held for the benefit of certain family members of Mr. Sacks.
47
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated as of December 2, 2022
| 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 | ||
1
| 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 | ||
2
|
Hilrod Holdings XVI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XVII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XVIII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XIX, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XX, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XXI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
Hilrod Holdings XXII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
| Hilrod Holdings XXIII, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
3
| Hilrod Holdings XXIV, 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 | ||
| Hilrod Holdings XVI, L.P. | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | General Partner | ||
|
|
The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2 | ||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Trustee | ||
| The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Trustee | ||
| The RCS Direct 2010 Grantor Retained Annuity Trust | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The RCS Direct 2010 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The Rodney C. Sacks 2010 Grantor Retained Annuity Trust #3 | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
4
| The RCS Direct 2011 Grantor Retained Annuity Trust | |||
| By: | /s/ Hilton H. Schlosberg | ||
| Name: | Hilton H. Schlosberg | ||
| Title: | Authorized Signatory | ||
| The Hilton H. Schlosberg 2010 Grantor Retained Annuity Trust #3 | |||
| By: | /s/ Rodney C. Sacks | ||
| Name: | Rodney C. Sacks | ||
| Title: | Authorized Signatory | ||
|
The Hilton H. Schlosberg 2014 Grantor Retained Annuity Trust #2 | |||
| By: | /s/ Rodney C. Sacks | ||
| Name: | Rodney C. Sacks | ||
| Title: |
Authorized Signatory | ||
|
/s/ Rodney C. Sacks | |||
|
RODNEY C. SACKS | |||
| /s/ Hilton H. Schlosberg | |||
| HILTON H. SCHLOSBERG | |||
5