Monster Beverage Corp — Director's Dealing 2010

Jul 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANSEN NATURAL CORP (HANS)
CIK: 0000865752
Period of Report: 2010-07-07

Reporting Person: SACKS RODNEY C (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-07	Common Stock	S	8800	$42	Disposed	42740	Indirect
2010-07-07	Common Stock	S	3500	$42.05	Disposed	177126	Indirect
2010-07-08	Common Stock	S	23100	$42.09	Disposed	154026	Indirect
2010-07-08	Common Stock	S	151800	$42.01	Disposed	105696	Indirect
2010-07-08	Common Stock	S	28200	$42.06	Disposed	96014	Indirect
2010-07-09	Common Stock	S	84600	$42.27	Disposed	21096	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1080008	Indirect
Common Stock	8013336	Indirect
Common Stock	800000	Indirect
Common Stock	4080000	Indirect
Common Stock	121894	Indirect
Common Stock	192462	Indirect
Common Stock	265720	Indirect
Common Stock	347602	Indirect
Common Stock	66408	Indirect
Common Stock	14380	Indirect
Common Stock	95523	Indirect
Common Stock	154935	Indirect
Common Stock	46386	Indirect
Common Stock	4795	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$.446	2012-07-12	Common Stock (1200000)	448176	Direct
Employee Stock Option (right to buy)	$.531	2013-05-28	Common Stock (1200000)	860324	Direct
Employee Stock Option (right to buy)	$6.588	2015-03-23	Common Stock (1200000)	1100000	Direct
Employee Stock Option (right to buy)	$16.87	2015-11-11	Common Stock (600000)	600000	Direct
Employee Stock Option (right to buy)	$31.72	2018-06-02	Common Stock (400000)	400000	Direct
Employee Stock Option (right to buy)	$35.64	2019-12-01	Common Stock (250000)	250000	Direct

Footnotes

F1: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.02. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VIII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.03 to $42.07. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VIII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.04 to $42.14. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings III, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.13. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings V, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.05 to $42.08. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings III, L.P. effective June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.59. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F7: The reporting person is one of the general partners of each of Brandon Limited Partnership No.1, Brandon Limited Partnership No. 2, HRS Holdings, L.P. and Hilrod Holdings L.P., Hilrod Holdings II L.P., Hilrod Holdings III, L.P., Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VII, L.P. and Hilrod Holdings VIII, L.P.

F8: The reporting person is one of the general partners of each of the following new limited partnerships, Hilrod Holdings IX, L.P. and Hilrod Holdings X, L.P.

F9: Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts. A portion of those shares were transferred to the new limited partnerships, which contributed their interests to new grantor retained annuity trusts. The remaining shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.

F10: Reflects the distribution of shares transferred to the new grantor retained annuity trusts that were previously directly beneficially owned by the reporting person.

F11: The reporting person previously reported indirect beneficial ownership on an aggregate basis of the shares held by the limited partnerships. As a result of the in-kind annuity distributions, the total amount of shares directly and indirectly owned have been reduced by 370,327 shares.

F12: The options are currently vested.

F13: The options are currently vested with respect to 480,000 shares. The remaining options vest on November 11, 2010.

F14: The options are currently vested with respect to 160,000 shares. The remaining options vest in three equal installments on June 2, 2011, 2012 and 2013.

F15: The options vest in five equal installments on December 1, 2010, 2011, 2012, 2013 and 2014.