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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HANSEN NATURAL CORP [ HANS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 15,000 | D | ||||||||
Common Stock | 05/18/2011 | M | 1,172 | A | (1) | 1,172 | D | |||
Common Stock | 05/18/2011 | D | 1,172 | D | $68.11 | 15,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $38.4 | (2) | 06/09/2020 | Common Stock | 2,167 | 2,167 | D | ||||||||
Restricted Stock Units | (1) | 05/18/2011 | M | 1,172 | 05/18/2011 | 05/18/2011 | Common Stock | 1,172 | (1) | 0 | D | ||||
Stock Option (right to buy) | $68.11 | 05/18/2011 | A | 1,295 | (3) | 05/18/2021 | Common Stock | 1,295 | $0 | 1,295 | D | ||||
Restricted Stock Units | (4) | 05/18/2011 | A | 661 | (5) | (6) | Common Stock | 661 | $0 | 661 | D |
Explanation of Responses: |
1. Each restricted stock unit represented either (i) a contingent right to receive one share of the Company's common stock or (ii) a cash amount equal to the number of shares received as of the vesting date. The reporting person settled restricted stock units in cash. |
2. The options are currently vested. |
3. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted options one day prior to the Company's annual shareholder meeting. The number of options granted is equal to $45,000, calculated using the Black-Scholes valuation methodology on the date of grant. Options become fully vested on the last business day prior to the Company's 2012 annual shareholder meeting, provided that the reporting person continues as a director of the Company through such date. |
4. Each restricted stock unit represents either (i) a contingent right to receive one share of the Company's common stock or (ii) a cash amount equal to the number of shares received as of the vesting date. |
5. The restricted stock units vest with respect to 100% of such restricted stock units on the last business day prior to the Company's 2012 annual shareholder meeting, provided that the reporting person continues as a director of the Company through such date. |
6. N/A. |
Remarks: |
Sydney Selati | 05/19/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |