SEC Filing | Monster Energy Company

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SACKS RODNEY C

(Last)

(First)

(Middle)

1 MONSTER WAY

(Street)

CORONA

92879

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp [ MNST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2024		M		25,268	A	⁽¹⁾	964,425	D
Common Stock	03/12/2024		F		12,806	D	$59.82	951,619	D
Common Stock	03/13/2024		J⁽²⁾		672,307	D	$0	279,312	D
Common Stock	03/13/2024		J⁽³⁾		62,331	A	$0	341,643	D
Common Stock	03/14/2024		M		30,734	A	⁽¹⁾	372,377	D
Common Stock	03/14/2024		M		22,532	A	⁽¹⁾	394,909	D
Common Stock	03/14/2024		A⁽⁴⁾		198,858	A	$0	593,767	D
Common Stock	03/14/2024		F		127,778	D	$60.3	465,989	D
Common Stock								11,291,136	I	By Brandon Limited Partnership No. 1⁽⁵⁾
Common Stock								58,773,888	I	By Brandon Limited Partnership No. 2⁽⁵⁾
Common Stock	03/13/2024		J⁽⁶⁾		106,868	D	$0	0	I	By Hilrod Holdings IV, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		218,570	D	$0	0	I	By Hilrod Holdings V, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		647,400	D	$0	0	I	By Hilrod Holdings VI, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		579,956	D	$0	0	I	By Hilrod Holdings VIII, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		462,512	D	$0	0	I	By Hilrod Holdings IX, L.P.⁽⁶⁾
Common Stock								361,356	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Common Stock	03/13/2024		J⁽⁶⁾		771,392	D	$0	0	I	By Hilrod Holdings XVI, L.P.⁽⁶⁾
Common Stock								438,776	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Common Stock	03/13/2024		J⁽⁶⁾		673,544	D	$0	0	I	By Hilrod Holdings XIX, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		729,272	D	$0	0	I	By Hilrod Holdings XX, L.P.⁽⁶⁾
Common Stock	03/13/2024		J⁽⁶⁾		729,272	D	$0	0	I	By Hilrod Holdings XXI, L.P.⁽⁶⁾
Common Stock								82,580	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Common Stock								489,124	I	By Hilrod Holdings XXIV, L.P.⁽⁵⁾
Common Stock								268,000	I	By Hilrod Holdings XXV, L.P.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$22.58							⁽⁷⁾	03/13/2025	Common Stock	⁽⁸⁾		4,428	D
Employee Stock Option (right to buy)	$21.99							⁽⁷⁾	03/14/2026	Common Stock	⁽⁸⁾		4,542	D
Employee Stock Option (right to buy)	$21.99							⁽⁷⁾	03/14/2026	Common Stock	⁽⁸⁾		194,514	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$21.99							⁽⁷⁾	03/14/2026	Common Stock	⁽⁸⁾		430,944	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.14							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		4,326	D
Employee Stock Option (right to buy)	$23.14							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		49,926	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.14							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		153,742	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.14							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		403,006	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$29.37							⁽⁷⁾	03/14/2028	Common Stock	⁽⁸⁾		3,404	D
Employee Stock Option (right to buy)	$29.37							⁽⁷⁾	03/14/2028	Common Stock	⁽⁸⁾		172,596	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$29.37							⁽⁷⁾	03/14/2028	Common Stock	⁽⁸⁾		352,000	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$29.84							⁽⁷⁾	03/14/2029	Common Stock	⁽⁸⁾		194,400	D
Employee Stock Option (right to buy)	$29.84							⁽⁷⁾	03/14/2029	Common Stock	⁽⁸⁾		194,400	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$29.84							⁽⁷⁾	03/14/2029	Common Stock	⁽⁸⁾		194,400	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$31.2							⁽⁷⁾	03/13/2030	Common Stock	⁽⁸⁾		212,668	D
Employee Stock Option (right to buy)	$31.2							⁽⁷⁾	03/13/2030	Common Stock	⁽⁸⁾		170,132	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$44.47							⁽⁷⁾	03/12/2031	Common Stock	⁽⁸⁾		259,800	D
Employee Stock Option (right to buy)	$36.62							⁽⁹⁾	03/14/2032	Common Stock	⁽⁸⁾		291,400	D
Employee Stock Option (right to buy)	$50.82							⁽¹⁰⁾	03/14/2033	Common Stock	⁽⁸⁾		183,000	D
Employee Stock Option (right to buy)	$60.3	03/14/2024		A		153,500		⁽¹¹⁾	03/14/2034	Common Stock	153,500	$0	153,500	D
Restricted Stock Units	⁽¹²⁾	03/12/2024		M			25,268	⁽¹³⁾	⁽¹⁴⁾	Common Stock	25,268	$0	0	D
Restricted Stock Units	⁽¹²⁾	03/14/2024		M			30,734	⁽¹⁵⁾	⁽¹⁴⁾	Common Stock	30,734	$0	30,734	D
Restricted Stock Units	⁽¹²⁾	03/14/2024		M			22,532	⁽¹⁶⁾	⁽¹⁴⁾	Common Stock	22,532	$0	45,068	D
Restricted Stock Units	⁽¹²⁾	03/14/2024		A		58,000		⁽¹⁷⁾	⁽¹⁴⁾	Common Stock	58,000	$0	58,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock.

2. Reflects the transfer of 672,307 shares owned directly by the reporting person to trusts (of which Sterling Trustees LLC is trustee) towards the satisfaction of loans owing by the reporting person. 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 these trusts for the benefit of certain family members of the reporting person.

3. Reflects the sum of 2,096 shares distributed by Hilrod Holdings IV, L.P., 4,286 shares distributed by Hilrod Holdings V, L.P., 6,474 shares distributed by Hilrod Holdings VI, L.P., 11,372 shares distributed by Hilrod Holdings VIII, L.P., 9,068 shares distributed by Hilrod Holdings IX, L.P., 7,714 shares distributed by Hilrod Holdings XVI, L.P., 6,735 shares distributed by Hilrod Holdings XIX, L.P., 7,293 shares distributed by Hilrod Holdings XX, L.P., and 7,293 shares distributed by Hilrod Holdings XXI, L.P. to the reporting person. These shares were previously reported as indirectly beneficially owned by the reporting person due to his general partnership interest in the aforementioned entities.

4. Received upon the achievement of the vesting criteria applicable to performance share units granted under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), achievement of which was certified by the Compensation Committee of the Company's Board of Directors. Each performance share unit represents a contingent right to receive one share of the Company's common stock as of the applicable vesting date.

5. Reporting person (i) is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings XV, L.P., Hilrod Holdings XVI, L.P., Hilrod Holdings XVIII, L.P., Hilrod Holdings XIX, L.P., Hilrod Holdings XX, L.P., Hilrod Holdings XXI, L.P., Hilrod Holdings XXIII, L.P., Hilrod Holdings XXIV, L.P., Hilrod Holdings XXV, L.P. and Hilrod Holdings XXVI, L.P. and (ii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings XVI, L.P., Hilrod Holdings XIX, L.P., Hilrod Holdings XX, L.P., and Hilrod Holdings XXI, L.P. distributed all shares to their general and limited partners based upon their partnership percentages. The reporting person received his pro rata share of the distributed shares, and such shares are now reflected as directly held by the reporting person. Limited partners' shares are held by trusts (of which Sterling Trustees LLC is trustee) for the benefit of certain family members of the reporting person and Hilton Schlosberg, respectively. 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 these trusts.

7. The options are currently vested.

8. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

9. The options are currently vested with respect to 194,266 shares. The remaining options vest on March 14, 2025.

10. The options are currently vested with respect to 61,000 shares. The remaining options vest in two equal installments on March 14, 2025 and 2026.

11. The options vest in three installments as follows: 51,167 shares on March 14, 2025; 51,167 shares on March 14, 2026 and 51,166 shares on March 14, 2027.

12. The restricted stock units were granted under the 2020 Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date.

13. The restricted stock units are fully vested.

14. Not applicable.

15. The remaining restricted stock units vest on March 14, 2025.

16. The remaining restricted stock units vest in two equal installments on March 14, 2025 and March 14, 2026.

17. The restricted stock units vest in three installments as follows: 19,333 units on March 14, 2025, 19,333 units on March 14, 2026 and 19,334 units on March 14, 2027.

	Paul J. Dechary, attorney-in-fact	03/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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