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Form 4 Monster Beverage Corp For: Mar 23 Filed by: SACKS RODNEY C

April 9, 2015 9:18 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2015
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 03/23/2015   G (1) V 165,068 A $ 0 826,778 D  
Common Stock 04/07/2015   S (2)   9,935 D $ 140.056 (3) 391,213 I By Hilrod Holdings IX, L.P. (4)
Common Stock               1,881,856 I By Brandon Limited Partnership No. 1 (4)
Common Stock               9,815,648 I By Brandon Limited Partnership No. 2 (4)
Common Stock               34,924 I By Hilrod Holdings IV, L.P. (4)
Common Stock               71,428 I By Hilrod Holdings V, L.P. (4)
Common Stock               107,900 I By Hilrod Holdings VI, L.P. (4)
Common Stock               40,072 I By Hilrod Holdings VII, L.P. (4)
Common Stock               189,528 I By Hilrod Holdings VIII, L.P. (4)
Common Stock               83,306 I By Hilrod Holdings X, L.P. (4)
Common Stock               168,414 I By Hilrod Holdings XI L.P. (4)
Common Stock               170,356 I By Hilrod Holdings XII L.P. (4)
Common Stock               800,000 I By Hilrod Holdings XIII L.P. (4)
Common Stock               2,000,000 I By Hilrod Holdings XIV L.P. (4)
Common Stock               287,736 I By Hilrod Holdings XV L.P. (4)
Common Stock               77,121 I By RCS 2009 GRAT #2 (4)
Common Stock               35,162 I By RCS Direct 2010 GRAT (4)
Common Stock               1,612 I By RCS Direct 2010 GRAT #2 (4)
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) $ 8.435               (5) 11/11/2015 Common Stock 1,200,000   960,000 D  
Employee Stock Option (right to buy) $ 15.86               (5) 06/02/2018 Common Stock 800,000   18,912 D  
Employee Stock Option (right to buy) $ 17.82               (5) 12/01/2019 Common Stock 500,000   100,000 D  
Employee Stock Option (right to buy) $ 53.96               (6) 06/03/2023 Common Stock 140,000   140,000 D  
Employee Stock Option (right to buy) $ 53.96               (5) 06/03/2023 Common Stock 70,000   70,000 I By Hilrod Holdings XV, L.P. (4)
Employee Stock Option (right to buy) $ 70.06               (7) 03/14/2024 Common Stock 210,000   210,000 D  
Employee Stock Option (right to buy) $ 135.48               (8) 03/13/2025 Common Stock 79,200   79,200 D  
Restricted Stock Units (9)               (10)   (11) Common Stock 38,100   38,100 D  
Explanation of Responses:
1. Reflects the distribution of shares to the Reporting Person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.
2. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted March 13, 2015.
3. This transaction was executed in multiple trades at prices ranging from $140.00 to $140.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. The reporting person 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 VII, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings X, L.P., Hilrod Holdings XI, L.P., Hilrod Holdings XII, L.P., Hilrod Holdings XIII, L.P., Hilrod Holdings XIV, L.P., Hilrod Holdings XV, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.
5. The options are currently vested.
6. The remaining options vest in two equal installments on June 3, 2015 and 2016.
7. The options are current vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.
8. The options vest in three equal installments on March 13, 2016, 2017 and 2018.
9. 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.
10. The restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.
11. Not applicable.
Rodney C. Sacks 04/09/2015
** 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.

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