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Form 4 Monster Beverage Corp For: Aug 03 Filed by: SCHLOSBERG HILTON H

August 5, 2016 5:28 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)
08/03/2016
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               1,421,637 (1) D  
Common Stock               1,881,856 I By Brandon Limited Partnership No. 1 (2)
Common Stock               9,795,648 I By Brandon Limited Partnership No. 2 (2)
Common Stock               34,924 I By Hilrod Holdings IV, L.P. (2)
Common Stock               71,428 I By Hilrod Holdings V, L.P. (2)
Common Stock               107,900 I By Hilrod Holdings VI, L.P. (2)
Common Stock               40,072 I By Hilrod Holdings VII, L.P. (2)
Common Stock               189,528 I By Hilrod Holdings VIII, L.P. (2)
Common Stock               151,148 I By Hilrod Holdings IX, L.P. (2)
Common Stock               83,306 I By Hilrod Holdings X, L.P. (2)
Common Stock               168,414 I By Hilrod Holdings XI, L.P. (2)
Common Stock               133,004 I By Hilrod Holdings XII, L.P. (2)
Common Stock               489,892 I By Hilrod Holdings XIII, L.P. (2)
Common Stock               308,626 (3) I By Hilrod Holdings XIV, L.P. (2)
Common Stock               2,944 I By Hilrod Holdings XV, L.P. (2)
Common Stock               30,068 I By RCS 2008 GRAT #2 (2)
Common Stock               26,866 I By RCS Direct 2011 GRAT (2)
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               (4) 06/02/2018 Common Stock (5)   81,617 D  
Employee Stock Option (right to buy) $ 17.82               (4) 12/01/2019 Common Stock (5)   100,000 D  
Employee Stock Option (right to buy) $ 53.96               (4) 06/03/2023 Common Stock (5)   140,000 D  
Employee Stock Option (right to buy) $ 53.96               (4) 06/03/2023 Common Stock (5)   70,000 I By Hilrod Holdings XV, L.P. (2)
Employee Stock Option (right to buy) $ 70.06               (6) 03/14/2024 Common Stock (5)   210,000 D  
Employee Stock Option (right to buy) $ 135.48               (7) 03/13/2025 Common Stock (5)   79,200 D  
Employee Stock Option (right to buy) $ 131.96               (8) 03/24/2026 Common Stock (5)   105,000 D  
Restricted Stock Units (9)               (10)   (11) Common Stock (5)   25,400 D  
Restricted Stock Units (9)               (12)   (11) Common Stock (5)   39,000 D  
Explanation of Responses:
1. As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person and a distribution of shares directly to the reporting person, the total amount of shares directly owned by the reporting person has increased. This Form 4 is being filed solely to disclose the foregoing.
2. 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 RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.
3. Reflects the distribution of shares to a limited partner, an existing grantor retained annuity trust with an independent trustee (a portion of which were then distributed to the reporting person as the proceeds of an in-kind annuity payment from such grantor retained annuity trust), and the distribution of shares directly to the reporting person, a general partner, in each case in accordance with the terms of the partnership agreement. The 116,136 shares received from the in-kind annuity payment and direct distribution are directly beneficially owned by the reporting person.
4. The options are currently vested.
5. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
6. The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.
7. 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.
8. The options vest in three equal installments on March 14, 2017, 2018 and 2019.
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 remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.
11. Not applicable.
12. The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.
Paul J. Dechary, attorney-in-fact 08/05/2016
** 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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