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
Monster Beverage Corp [ MNST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2012 | ||||||||||||||||||||||||||
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 | 09/01/2012 | M | 5,000 | A | (1) | 260,602(2) | 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 | ||||||||
Employee Stock Option (right to buy) | $15.86(3) | (4) | 06/02/2018 | Common Stock | 600,000(3) | 240,000(3) | D | ||||||||
Employee Stock Option (right to buy) | $17.82(5) | (6) | 12/01/2019 | Common Stock | 400,000(5) | 320,000(5) | D | ||||||||
Employee Stock Option (right to buy) | $26.26(7) | (8) | 12/01/2020 | Common Stock | 100,000(7) | 100,000(7) | D | ||||||||
Restricted Stock Units | (9) | 09/01/2012 | M | 5,000 | (10) | (11) | Common Stock | 25,000(12) | (1) | 20,000(12) | 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. On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 127,801 additional shares of common stock. |
3. This employee stock option was previously reported as covering 300,000 shares of common stock at an exercise price of $31.72 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012. |
4. The options are currently vested with respect to 120,000 shares. The remaining options vest on June 2, 2013. |
5. This employee stock option was previously reported as covering 200,000 shares of common stock at an exercise price of $35.64 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012. |
6. The options are currently vested with respect to 80,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014. |
7. This employee stock option was previously reported as covering 50,000 shares of common stock at an exercise price of $52.51 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012. |
8. The options are currently vested with respect to 20,000 shares. The remaining options vest in four equal installments on December 1, 2012, 2013, 2014 and 2015 |
9. The restricted stock was granted under the Hansen Natural Corporation 2011 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. |
10. The remaining restricted stock units vest in four equal installments on September 1, 2013, 2014, 2015 and 2016. |
11. Not applicable. |
12. These restricted stock units were previously reported as covering 12,500 shares of common stock, but were adjusted to reflect the stock split that occurred on February 15, 2012 |
Remarks: |
Mark J. Hall | 09/05/2012 | |
** 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. |