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^*
KELLY THOMAS J

(Last) | (First) | (Middle)
1 MONSTER WAY

(Street) 
CORONA | CA | 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) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Senior VP - Monster Energy Co.

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2016

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

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)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | | | | | | | | 14,217 | D |

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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Employee Stock Option (right to buy) | $47.13 | | | | | | | ^(1) | 03/14/2023 | Common Stock | ^(2) | | 11,250 | D |
Employee Stock Option (right to buy) | $70.06 | | | | | | | ^(3) | 03/14/2024 | Common Stock | ^(2) | | 10,000 | D |
Employee Stock Option (right to buy) | $111.3 | | | | | | | ^(4) | 12/01/2024 | Common Stock | ^(2) | | 15,000 | D |
Employee Stock Option (right to buy) | $135.48 | | | | | | | ^(5) | 03/13/2025 | Common Stock | ^(2) | | 12,000 | D |
Employee Stock Option (right to buy) | $131.96 | 03/14/2016 | | A | | 12,500 | | ^(6) | 03/14/2026 | Common Stock | 12,500 | $0 | 12,500 | D |
Restricted Stock Units | ^(7) | | | | | | | ^(8) | ^(9) | Common Stock | ^(2) | | 3,000 | D |
Restricted Stock Units | ^(7) | | | | | | | ^(10) | ^(9) | Common Stock | ^(2) | | 1,000 | D |
Explanation of Responses:
1. The options are currently vested with respect to 3,000 shares. The remaining options vest in two installments as follows: 3,750 shares on March 14, 2017; 4,500 shares on March 14, 2018.
2. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
3. The options are currently vested with respect to 2,500 shares. The remaining options vest in three installments as follows: 2,000 shares on March 14, 2017; 2,500 shares on March 14, 2018; 3,000 shares on March 14, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
4. The options are currently vested with respect to 1,500 shares. The remaining options vest in four installments as follows: 2,250 shares on December 1, 2016; 3,000 shares on December 1, 2017; 3,750 shares on December 1, 2018; 4,500 shares on December 1, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
5. The options are currently vested with respect to 2,400 shares. The remaining options vest in four equal installments on March 13, 2017, 2018, 2019 and 2020.
6. Granted March 14, 2016 pursuant to the Company's 2011 Stock Option Plan (which is a Rule 16b-3(d)(1) plan) and Equity Grant Procedures. The options vest in five installments as follows: 1,250 shares on March 14, 2017;1,875 shares on March 14, 2018; 2,500 shares on March 14, 2019; 3,125 shares on March 14, 2020; 3,750 shares on March 14, 2021.
7. The restricted stock units were granted under the Monster Beverage 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.
8. The restricted stock units vest in two equal installments on June 1, 2016 and 2017.
9. Not applicable.
10. The remaining restricted stock units vest in two equal installments on December 1, 2016 and 2017.
| Paul J. Dechary, attorney-in-fact | 03/16/2016
| ** 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).
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