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Form 4 Monster Beverage Corp For: Mar 21 Filed by: SCHLOSBERG HILTON H

March 23, 2016 7:34 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 *
SCHLOSBERG HILTON H
(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)
Vice Chairman and President
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2016
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 03/21/2016   J (1)   84,859 D (2) 1,482,744 D  
Common Stock 03/22/2016   G (3)   207,350 A $ 0 1,690,094 D  
Common Stock               1,881,856 I By Brandon Limited Partnership No. 1 (4)
Common Stock               9,795,648 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               151,148 I By Hilrod Holdings IX, 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               153,534 I By Hilrod Holdings XII, L.P. (4)
Common Stock               727,354 I By Hilrod Holdings XIII, L.P. (4)
Common Stock               1,823,322 I By Hilrod Holdings XIV, L.P. (4)
Common Stock               233,628 I By Hilrod Holdings XV, L.P. (4)
Common Stock               30,068 I By RCS 2008 GRAT #2 (4)
Common Stock               68,438 I By RCS Direct 2011 GRAT (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) $ 15.86 03/22/2016   G (5) V 62,705     (6) 06/02/2018 Common Stock 62,705 $ 0 81,617 D  
Employee Stock Option (right to buy) $ 17.82               (6) 12/01/2019 Common Stock (7)   100,000 D  
Employee Stock Option (right to buy) $ 53.96               (8) 06/03/2023 Common Stock (7)   140,000 D  
Employee Stock Option (right to buy) $ 53.96               (6) 06/03/2023 Common Stock (7)   70,000 I By Hilrod Holdings XV, L.P. (4)
Employee Stock Option (right to buy) $ 70.06               (9) 03/14/2024 Common Stock (7)   210,000 D  
Employee Stock Option (right to buy) $ 135.48               (10) 03/13/2025 Common Stock (7)   79,200 D  
Employee Stock Option (right to buy) $ 131.96               (11) 03/24/2026 Common Stock (7)   105,000 D  
Restricted Stock Units (12)               (13)   (14) Common Stock (7)   25,400 D  
Restricted Stock Units (12)               (15)   (14) Common Stock (7)   39,000 D  
Explanation of Responses:
1. Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee in satisfaction of a loan made by such grantor retained annuity trust to the reporting person in connection with the payment of taxes.
2. The aggregate amount of principal and accrued interest outstanding on such loan was approximately $11.6 million. The number of shares transferred to the grantor retained annuity trust was calculated based on $136.615, which was the average trading price of the issuer's common stock on March 18, 2016.
3. Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.
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 co-trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.
5. Represents options transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.
6. The options are currently vested.
7. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
8. The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.
9. The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.
10. The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.
11. The options vest in three equal installments on March 14, 2017, 2018 and 2019.
12. 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.
13. The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.
14. Not applicable.
15. The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.
Paul J. Dechary, attorney-in-fact 03/23/2016
** 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).
** 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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