Monster Beverage Corp — Director's Dealing 2011

Dec 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANSEN NATURAL CORP (HANS)
CIK: 0000865752
Period of Report: 2011-12-19

Reporting Person: SCHLOSBERG HILTON H (Director, Vice Chairman and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock	S	22891	$98.04	Disposed	3534679	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	990928	Indirect
Common Stock	4907824	Indirect
Common Stock	757866	Indirect
Common Stock	92462	Indirect
Common Stock	35714	Indirect
Common Stock	128950	Indirect
Common Stock	30036	Indirect
Common Stock	114764	Indirect
Common Stock	286098	Indirect
Common Stock	56166	Indirect
Common Stock	108318	Indirect
Common Stock	85178	Indirect
Common Stock	15034	Indirect

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
Restricted Stock Units	$		Common Stock (130500)	130500	Direct

Footnotes

F1: Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $98.00 to $98.22. 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 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., Hilrod Holdings, L.P., 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. and Hilrod Holdings XII, L.P.

F4: These shares were previously reported as being indirectly owned by Rodney C. Sacks as sole trustee of RCS 2008 GRAT. The change in beneficial ownership reported on this Form 4 is a result of the Reporting Person replacing Rodney C. Sacks as a co-trustee of RCS 2008 GRAT.

F5: The options are currently vested.

F6: The options are currently vested with respect to 240,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013.

F7: The options are currently vested with respect to 100,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.

F8: The restricted stock units were granted under the Hansen Natural 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.

F9: The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.

F10: Not applicable.