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UNITED STATES

 

 

SECURITIES & EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

Monster Beverage Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

611740101

(CUSIP Number)

 

Rodney C. Sacks

550 Monica Circle, Suite 201

Corona, California 92880

(951) 739-6200

 

With a copy to:

 

Michael R. Littenberg, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

 

March 22, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Brandon Limited Partnership No. 1

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
1,981,856

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,981,856

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,856

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
1.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Brandon Limited Partnership No. 2

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
9,815,648

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
9,815,648

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,648

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.6%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Rodney Cyril Sacks

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
4,866,854

 

(8)

Shared Voting Power
21,643,748

 

(9)

Sole Dispositive Power
4,866,854

 

(10)

Shared Dispositive Power
21,643,748

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,510,602

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
14.7%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilton Hiller Schlosberg

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
United Kingdom

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
4,880,474

 

(8)

Shared Voting Power
21,673,816

 

(9)

Sole Dispositive Power
4,880,474

 

(10)

Shared Dispositive Power
21,673,816

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,554,290

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
14.8%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

HRS Holdings, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
1,475,732

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,475,732

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,475,732

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.8%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
6,655,140

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
6,655,140

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
6,655,140

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.8%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings IV, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
184,924

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
184,924

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
184,924

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings V, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
71,428

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
71,428

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
71,428

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.04%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings VI, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
257,900

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
257,900

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
257,900

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings VII, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
40,072

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
40,072

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
40,072

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.02%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

11


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings VIII, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
189,528

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
189,528

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
189,528

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

12


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings IX, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
512,196

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
512,196

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
512,196

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

13


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings X, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
102,332

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
102,332

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
102,332

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.06%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

14


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings XI, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
186,636

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
186,636

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
186,636

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

15


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Hilrod Holdings XII, L.P.

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
170,356

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
170,356

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
170,356

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

16


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
30,068

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
30,068

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
30,068

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.02%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

17


 

 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
108,308

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
108,308

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
108,308

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.06%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

18


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

RCS Direct 2010 Grantor Retained Annuity Trust

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
56,020

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
56,020

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
56,020

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.03%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

19


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
16,160

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
16,160

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
16,160

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.01%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

20


 

CUSIP No.   611740101

13D/A

 

 

 

(1)

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

RCS Direct 2011 Grantor Retained Annuity Trust

 

 

(2)

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

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
200,000

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
200,000

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
200,000

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

21


 

CUSIP No.   611740101

13D/A

 

 

Introduction

 

This Amendment No. 12 (“Amendment No. 12”) 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 filed February 23, 2010 (“Amendment No. 9”), Amendment No. 10 filed November 23, 2010 (“Amendment No. 10”) and Amendment No. 11 filed December 16, 2011 (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 and Amendment No. 12 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 (formerly known as Hansen Natural Corporation), a corporation organized under the laws of the state of Delaware (the “Company”).  This Amendment No. 12 reflects transactions and developments through April 24, 2012, 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. 12.  A joint filing agreement by the Reporting Persons is attached hereto as Exhibit 1.

 

Any capitalized terms used in this Amendment No. 12 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 and Amendment No. 11.

 

On February 15, 2012 the Company’s Common Stock was split on a two-for-one basis through a 100% stock dividend. All share information contained herein has been presented to reflect the stock split.

 

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

 

22


 

CUSIP No.   611740101

13D/A

 

 

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”), 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”) and the RCS Direct 2011 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct 2011”).

 

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 and Hilrod XII are Mr. Sacks and Mr. Schlosberg.

 

Mr. Sacks is the sole trustee of RCS 2009, RCS Direct and RCS Direct #2.  Mr. Schlosberg is the sole trustee of RCS Direct 2011 and the co-trustee of RCS 2008.

 

Item 2(b) is hereby amended and supplemented by adding the following:

 

The principal business address for RCS Direct 2011 is 550 Monica Circle, Suite 201, Corona, California 92880.

 

Item 2(c) is hereby amended and supplemented by adding the following:

 

The principal business of RCS Direct 2011 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.

 

Item 3.    Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented by adding the following:

 

Shares of Common Stock of the Company purchased by Mr. Sacks were subsequently transferred to RCS Direct 2011 by Mr. Sacks.

 

23


 

CUSIP No.   611740101

13D/A

 

 

Item 4.    Purpose of Transaction

 

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

 

This Amendment No. 12 is being filed to reflect a change in beneficial ownership of the Reporting Persons due to the assignment of vested options.  On March 22, 2012, Mr. Sacks and Mr. Schlosberg each assigned 2,176,526 vested options to a grantor retained annuity trust with an independent trustee.  In addition, the names of certain grantor retained annuity trusts have been changed for reporting purposes, and these changes do not reflect the addition of new Reporting Persons.

 

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.

 

Item 5.    Interest in Securities of the Issuer

 

Item 5 is hereby amended by deleting Item 5 in its entirety and inserting in lieu thereof the following:

 

(a)-(b)  As of April 24, 2012, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 31,421,144  shares, or 17.10% of the Common Stock.

 

The information set forth in the cover pages to this Amendment No. 12 and the information set forth or incorporated into Items 2, 3, 4 and 6 hereof is incorporated herein by reference.

 

24


 

CUSIP No.   611740101

13D/A

 

 

As of April 24, 2012, Mr. Sacks beneficially owns an aggregate of 26,510,602  shares, or 14.7%, of the Common Stock, as follows:

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power With
Respect
to Such Shares

902,244

 

Direct ownership of shares.

 

Sole power.

3,784,122

 

Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof.

 

Sole power.

1,981,856

 

Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.

9,815,648

 

Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

1,475,732

 

Indirect ownership through HRS Holdings as one of the general partners of HRS Holdings.

 

May be deemed to have shared power by virtue of his position as one of the general partners of HRS Holdings.

6,655,140

 

Indirect ownership through Hilrod as one of the general partners of Hilrod.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod.

184,924

 

Indirect ownership through Hilrod IV as one of the general partners of Hilrod IV.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IV.

71,428

 

Indirect ownership through Hilrod V as one of the general partners of Hilrod V.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod V.

257,900

 

Indirect ownership through Hilrod VI as one of the general partners of Hilrod VI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VI.

40,072

 

Indirect ownership through Hilrod VII as one of the general partners of Hilrod VII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VII.

189,528

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod VIII.

 

May be deemed to have shared power by virtue of his position as one

 

25


 

CUSIP No.   611740101

13D/A

 

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power With
Respect
to Such Shares

 

 

 

 

of the general partners of Hilrod VIII.

512,196

 

Indirect ownership through Hilrod IX as one of the general partners of Hilrod IX.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IX.

102,332

 

Indirect ownership through Hilrod X as one of the general partners of Hilrod X.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod X.

186,636

 

Indirect ownership through Hilrod XI as one of the general partners of Hilrod XI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XI.

170,356

 

Indirect ownership through Hilrod XII as one of the general partners of Hilrod XII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XII.

108,308

 

Indirect ownership through RCS 2009 as the trustee of RCS 2009.

 

Sole power.

56,020

 

Indirect ownership through RCS Direct as the trustee of RCS Direct.

 

Sole power.

16,160

 

Indirect ownership through RCS Direct #2 as the trustee of RCS Direct #2.

 

Sole power.

 

26


 

CUSIP No.   611740101

13D/A

 

 

As of April 24, 2012, Mr. Schlosberg beneficially owns an aggregate of 26,554,290  shares, or 14.8%, of the Common Stock, as follows:

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power

896,352

 

Direct ownership of shares.

 

Sole power.

3,784,122

 

Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof.

 

Sole power.

1,981,856

 

Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.

9,815,648

 

Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

1,475,732

 

Indirect ownership through HRS Holdings as one of the general partners of HRS Holdings.

 

May be deemed to have shared power by virtue of his position as one of the general partners of HRS Holdings.

6,655,140

 

Indirect ownership through Hilrod as one of the general partners of Hilrod.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod.

184,924

 

Indirect ownership through Hilrod IV as one of the general partners of Hilrod IV.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IV.

71,428

 

Indirect ownership through Hilrod V as one of the general partners of Hilrod V.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod V.

257,900

 

Indirect ownership through Hilrod VI as one of the general partners of Hilrod VI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VI.

40,072

 

Indirect ownership through Hilrod VII as one of the general partners of Hilrod VII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VII.

189,528

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod VIII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VIII.

 

27


 

CUSIP No.   611740101

13D/A

 

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power

512,196

 

Indirect ownership through Hilrod IX as one of the general partners of Hilrod IX.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IX.

102,332

 

Indirect ownership through Hilrod X as one of the general partners of Hilrod X.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod X.

186,636

 

Indirect ownership through Hilrod XI as one of the general partners of Hilrod XI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XI.

170,356

 

Indirect ownership through Hilrod XII as one of the general partners of Hilrod XII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XII.

30,068

 

Indirect ownership through RCS 2008 as the co-trustee of RCS 2008.

 

May be deemed to have shared power by virtue of his position as one of the co-trustees of RCS 2008.

200,000

 

Indirect ownership through RCS Direct 2011 as the sole trustee of RCS Direct 2011.

 

Sole power.

 

Percentages calculated in this Schedule 13D with respect to 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, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2 and RCS Direct 2011 are based upon an aggregate of 176,198,645 shares of Common Stock outstanding as of April 11, 2012 (the “Aggregate Outstanding Shares”), as provided to the Reporting Persons by the Company. Percentages calculated in this Schedule 13D with respect to each of Mr. Sacks and Mr. Schlosberg are based upon the Aggregate Outstanding Shares plus 3,784,122 shares of Common Stock issuable to such persons upon exercise of options to purchase Common Stock. Percentages calculated in this Schedule 13D with respect to the Reporting Persons as a group are based upon the Aggregate Outstanding Shares plus 7,568,244  shares of Common Stock issuable to the Reporting Persons upon 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) 902,244 shares of Common Stock; (ii) 3,784,122  shares presently exercisable under the stock option agreements; (iii) 66,551 shares beneficially held by Hilrod because Mr. Sacks is one of Hilrod’s general partners; (iv) 14,757 shares beneficially held by HRS Holdings because Mr. Sacks is one of HRS Holdings’ general partners; (v)  1,849 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (vi) 714 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (vii) 2,579 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (viii) 401 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (ix) 1,895 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (x) 5,122 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (xi) 1,023 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (xii) 1,866 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners;

 

28


 

CUSIP No.   611740101

13D/A

 

 

and (xiii) 1,704 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XII’s general partners; and (b) with respect to Mr. Schlosberg: (i) 896,352 shares of Common Stock; (ii) 3,784,122  shares presently exercisable under the stock option agreements; (iii) 66,551 shares beneficially held by Hilrod because Mr. Schlosberg is one of Hilrod’s general partners; (iv) 14,757 shares beneficially held by HRS Holdings because Mr. Schlosberg is one of HRS Holdings’ general partners; (v) 1,849 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (vi) 714 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (vii) 2,579 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (viii) 401 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (ix) 1,895 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (x) 5,122 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (xi) 1,023 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (xii) 1,866 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; and (xiii) 1,704 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners.

 

(c)           Following are transactions in the Company’s securities effected by the Reporting Persons during the past 60 days:

 

Name

 

Date of
Transaction

 

No. of Securities
Acquired/
(Disposed Of)

 

Average Price
Per Security

 

Range of Prices
Per Security

 

Hilrod

 

02/29/2012

 

(98,866

)

$

57.19

(1)

$57.00 - $57.55

 

Hilrod

 

03/01/2012

 

(90,000

)

$

57.41

(1)

$57.10 - $57.69

 

Mr. Sacks

 

03/01/2012

 

896,352

 

$

0.223

(2)

N/A

 

Mr. Schlosberg

 

03/01/2012

 

896,352

 

$

0.223

(2)

N/A

 

Hilrod

 

03/02/2012

 

(25,000

)

$

57.63

(1)

$57.50 - $57.80

 

Hilrod

 

03/02/2012

 

(86,134

)

$

58.35

(1)

$58.00 - $58.54

 

Mr. Sacks

 

03/22/2012

 

(2,176,526

)

$

0.00

(3)

N/A

 

Mr. Schlosberg

 

03/22/2012

 

(2,176,526

)

$

0.00

(3)

N/A

 

 

(1)           This transaction was executed in multiple trades in the open market.  The price reported above reflects the weighted average sale price per share of Common Stock sold.  The range of sales prices for these transactions is set forth above.  The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Company or a security holder of the Company full information regarding the number of shares and prices at which the transaction was effected.

 

(2)           On March 1, 2012, Mr. Sacks and Mr. Schlosberg each exercised options to purchase 896,352 shares of Common Stock with an exercise price of $0.223 per share.

 

(3)           On March 22, 2012, Mr. Sacks and Mr. Schlosberg each assigned 2,176,526 vested options to grantor retained annuity trusts with independent trustees.

 

(d)           No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 

(e)           Not applicable.

 

29


 

CUSIP No.   611740101

13D/A

 

 

Item 7.

Material to be Filed as Exhibits

1.     Joint Filing Agreement dated April 24, 2012.

 

30


 

CUSIP No.   611740101

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.

 

 

April 24, 2012

 

 

 

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

 

 

 

 

 

 

 

 

HRS HOLDINGS, L.P.

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

Hilrod Holdings, L.P.

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

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

 

31


 

CUSIP No.   611740101

13D/A

 

 

 

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

Co-Trustee

 

32


 

CUSIP No.   611740101

13D/A

 

 

 

 

The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

 

The RCS Direct 2011 Grantor Retained Annuity Trust

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

Trustee

 

 

 

 

 

 

/s/ Rodney C. Sacks

 

 

RODNEY C. SACKS

 

 

 

 

 

/s/ Hilton H. Schlosberg

 

 

HILTON H. SCHLOSBERG

 

33


 

CUSIP No.   611740101

13D/A

 

 

EXHIBIT INDEX

 

1.             Joint Filing Agreement dated April 24, 2012.

 

34

 

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 April 24, 2012

 

 

 

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

 

 

 

 

 

 

 

 

HRS HOLDINGS, L.P.

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

Hilrod Holdings, L.P.

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

Hilrod Holdings IV, L.P.

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

General Partner

 

1


 

 

 

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

 

 

 

 

 

 

 

 

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

 

2


 

 

 

The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

Co-Trustee

 

 

 

 

 

 

 

 

The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

 

The RCS Direct 2010 Grantor Retained Annuity Trust #2

 

 

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

 

Name:

Rodney C. Sacks

 

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

 

The RCS Direct 2011 Grantor Retained Annuity Trust

 

 

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

 

Name:

Hilton H. Schlosberg

 

 

 

Title:

Trustee

 

 

 

 

 

 

/s/ Rodney C. Sacks

 

 

RODNEY C. SACKS

 

 

 

 

 

/s/ Hilton H. Schlosberg

 

 

HILTON H. SCHLOSBERG

 

3