Form 4 Monster Beverage Corp For: Apr 22 Filed by: SACKS RODNEY C

May 20, 2022 7:57 PM EDT

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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
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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 Co-CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2022
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 04/22/2022   G (1) V 366,930 A $ 0 505,154 D  
Common Stock 05/18/2022   J V 9,884 (2) A $ 0 515,038 D  
Common Stock               5,645,568 I By Brandon Limited Partnership No. 1 (3)
Common Stock               29,386,944 I By Brandon Limited Partnership No. 2 (3)
Common Stock               104,772 I By Hilrod Holdings IV, L.P. (3)
Common Stock               214,284 I By Hilrod Holdings V, L.P. (3)
Common Stock               323,700 I By Hilrod Holdings VI, L.P. (3)
Common Stock               120,216 I By Hilrod Holdings VII, L.P. (3)
Common Stock               568,584 I By Hilrod Holdings VIII, L.P. (3)
Common Stock               453,444 I By Hilrod Holdings IX, L.P. (3)
Common Stock               249,918 I By Hilrod Holdings X, L.P. (3)
Common Stock               505,242 I By Hilrod Holdings XI, L.P. (3)
Common Stock               327,186 I By Hilrod Holdings XII, L.P. (3)
Common Stock               1,440,954 I By Hilrod Holdings XIII, L.P. (3)
Common Stock               186,790 I By Hilrod Holdings XIV, L.P. (3)
Common Stock               4,176 I By Hilrod Holdings XV, L.P. (3)
Common Stock 05/18/2022   J (4) (5) (6)   988,386 D $ 0 0 I By Hilrod Holdings XVII, L.P. (3)
Common Stock               336,772 I By Hilrod Holdings XIX, L.P. (3)
Common Stock               364,636 (7) I By Hilrod Holdings XX, L.P. (3)
Common Stock               364,636 (8) I By Hilrod Holdings XXI, L.P. (3)
Common Stock               500,000 I By Hilrod Holdings XXII, L.P. (3)
Common Stock               360,244 I By Hilrod Holdings XXIV, L.P. (3)
Common Stock               900,000 I By Hilrod Holdings XXV, L.P. (3)
Common Stock               3,091,215 I By HHS 2010 GRAT #3 (3)
Common Stock               28,722 I By HHS 2014 GRAT #2 (3)
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) $ 17.99               (9) 06/03/2023 Common Stock (10)   11,118 D  
Employee Stock Option (right to buy) $ 17.99               (9) 06/03/2023 Common Stock (10)   408,882 I By Hilrod Holdings XVI, L.P. (3)
Employee Stock Option (right to buy) $ 17.99               (9) 06/03/2023 Common Stock (10)   210,000 I By Hilrod Holdings XV, L.P. (3)
Employee Stock Option (right to buy) $ 23.35               (9) 03/14/2024 Common Stock (10)   4,281 D  
Employee Stock Option (right to buy) $ 23.35               (9) 03/14/2024 Common Stock (10)   420,000 I By Hilrod Holdings XVI, L.P. (3)
Employee Stock Option (right to buy) $ 23.35               (9) 03/14/2024 Common Stock (10)   154,302 I By Hilrod Holdings XVIII, L.P. (3)
Employee Stock Option (right to buy) $ 23.35               (9) 03/14/2024 Common Stock (10)   51,417 I By Hilrod Holdings XXIII, L.P. (3)
Employee Stock Option (right to buy) $ 45.16               (9) 03/13/2025 Common Stock (10)   2,214 D  
Employee Stock Option (right to buy) $ 45.16               (9) 03/13/2025 Common Stock (10)   79,200 I By Hilrod Holdings XVI, L.P. (3)
Employee Stock Option (right to buy) $ 45.16               (9) 03/13/2025 Common Stock (10)   156,186 I By Hilrod Holdings XVIII, L.P. (3)
Employee Stock Option (right to buy) $ 43.99               (9) 03/14/2026 Common Stock (10)   2,271 D  
Employee Stock Option (right to buy) $ 43.99               (9) 03/14/2026 Common Stock (10)   97,257 I By Hilrod Holdings XVIII, L.P. (3)
Employee Stock Option (right to buy) $ 43.99               (9) 03/14/2026 Common Stock (10)   215,472 I By Hilrod Holdings XXVI, L.P. (3)
Employee Stock Option (right to buy) $ 46.27               (9) 03/14/2027 Common Stock (10)   2,163 D  
Employee Stock Option (right to buy) $ 46.27               (9) 03/14/2027 Common Stock (10)   24,963 I By Hilrod Holdings XVIII, L.P. (3)
Employee Stock Option (right to buy) $ 46.27               (9) 03/14/2027 Common Stock (10)   76,871 I By Hilrod Holdings XXIII, L.P. (3)
Employee Stock Option (right to buy) $ 46.27               (9) 03/14/2027 Common Stock (10)   201,503 I By Hilrod Holdings XXVI, L.P. (3)
Employee Stock Option (right to buy) $ 58.73               (9) 03/14/2028 Common Stock (10)   1,702 D  
Employee Stock Option (right to buy) $ 58.73               (9) 03/14/2028 Common Stock (10)   86,298 I By Hilrod Holdings XXIII, L.P. (3)
Employee Stock Option (right to buy) $ 58.73               (9) 03/14/2028 Common Stock (10)   176,000 I By Hilrod Holdings XXVI, L.P. (3)
Employee Stock Option (right to buy) $ 59.67               (9) 03/14/2029 Common Stock (10)   97,200 D  
Employee Stock Option (right to buy) $ 59.67               (9) 03/14/2029 Common Stock (10)   97,200 I By Hilrod Holdings XXIII, L.P. (3)
Employee Stock Option (right to buy) $ 59.67               (9) 03/14/2029 Common Stock (10)   97,200 I By Hilrod Holdings XXVI, L.P. (3)
Employee Stock Option (right to buy) $ 62.39               (11) 03/13/2030 Common Stock (10)   106,334 D  
Employee Stock Option (right to buy) $ 62.39               (9) 03/13/2030 Common Stock (10)   85,066 I By Hilrod Holdings XXIII, L.P. (3)
Employee Stock Option (right to buy) $ 88.94               (12) 03/12/2031 Common Stock (10)   129,900 D  
Employee Stock Option (right to buy) $ 73.23               (13) 03/14/2032 Common Stock (10)   145,700 D  
Restricted Stock Units (14)               (15)   (16) Common Stock (10)   16,028 D  
Restricted Stock Units (17)               (18)   (16) Common Stock (10)   25,267 D  
Restricted Stock Units (17)               (19)   (16) Common Stock (10)   46,100 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 Hilrod Holdings XX, L.P. ("Hilrod XX") and Hilrod Holdings XXI, L.P. ("Hilrod XXI") to the reporting person, the total amount of shares directly owned has increased.
2. Reflects 9,884 shares distributed to the reporting person by Hilrod Holdings XVII, L.P. ("Hilrod XVII"), which shares were previously reported as indirectly beneficially owned by the reporting person due to his general partnership interest in Hilrod XVII.
3. Reporting person (i) 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., Hilrod Holdings XVI, L.P., Hilrod XVII, Hilrod Holdings XVIII, L.P., Hilrod Holdings XIX, L.P., Hilrod XX, Hilrod XXI, Hilrod Holdings XXII, L.P., Hilrod Holdings XXIII, L.P., Hilrod Holdings XXIV, L.P., Hilrod Holdings XXV, L.P. and Hilrod Holdings XXVI, L.P., (ii) is the trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2 and (iii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. On May 18, 2022, Hilrod XVII distributed, without consideration, all shares of Common Stock previously reported as indirectly held, to (i) the reporting person, as a general partner of Hilrod XVII, his pro rata portion (determined based on his general partnership interest, which general partnership interest represented ownership equal to approximately 1% of Hilrod XVII) of the shares of Common Stock distributed by Hilrod XVII, as applicable; and (ii) Mr. Schlosberg, as a general partner of Hilrod XVII, his pro rata portion (determined based on his general partnership interest, which general partnership interest represented ownership equal to approximately 1% of Hilrod XVII) of the shares of Common Stock distributed by Hilrod XVII, as applicable.
5. On May 18, 2022, Hilrod XVII also distributed, without consideration, all Common Stock previously reported as indirectly held, to its limited partners, which are entities for the benefit of certain family members of the reporting person and Mr. Schlosberg, as applicable, pro rata, the remaining shares of Common Stock distributed by Hilrod XVII, and such limited partners subsequently transferred such shares of Common Stock to other entities for the benefit of certain family members of the reporting person or Mr. Schlosberg, as applicable, which entities are controlled by an independent third party.
6. The May 18, 2022 distributions were effected for the purpose of restructuring family holdings.
7. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust and the transfer of shares directly to the reporting person as one of the general partners of Hilrod Holdings XX, L.P. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.
8. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust and the transfer of shares directly to the reporting person as one of the general partners of Hilrod Holdings XXI, L.P. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.
9. The options are currently vested.
10. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
11. The options are currently vested with respect to 53,167 shares. The remaining options vest on March 13, 2023.
12. The options are currently vested with respect to 43,300 shares. The remaining options vest in two equal installments on March 12, 2023 and March 12, 2024.
13. The options vest in three installments as follows: 48,566 shares on March 14, 2023; 48,567 shares on March 14, 2024 and 48,567 shares on March 14, 2025.
14. 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.
15. The remaining restricted stock units vest on March 13, 2023.
16. Not applicable.
17. The restricted stock units were granted under the Monster Beverage Corporation 2020 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.
18. The restricted stock units vest in two installments as follows: 12,633 units on March 12, 2023 and 12,634 units on March 12, 2024.
19. The restricted stock units vest in three installments as follows: 15,366 units on March 14, 2023, 15,367 units on March 14, 2024 and 15,367 units on March 14, 2025.
Paul J. Dechary, attorney-in-fact 05/20/2022
** 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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