Monster Beverage Corp — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2012-02-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	S	98866	$57.19	Disposed	6856274	Indirect
2012-03-01	Common Stock	S	90000	$57.41	Disposed	6766274	Indirect
2012-03-01	Common Stock	M	896352	$.223	Acquired	1102244	Direct
2012-03-02	Common Stock	S	25000	$57.63	Disposed	6741274	Indirect
2012-03-02	Common Stock	S	86134	$58.35	Disposed	6655140	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (right to buy)	$.223	M	896352	Disposed	2012-07-12	Common Stock (2400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1475732	Indirect
Common Stock	40072	Indirect
Common Stock	189528	Indirect
Common Stock	512196	Indirect
Common Stock	102332	Indirect
Common Stock	186636	Indirect
Common Stock	108308	Indirect
Common Stock	56020	Indirect
Common Stock	16160	Indirect
Common Stock	1981856	Indirect
Common Stock	9815648	Indirect
Common Stock	184924	Indirect
Common Stock	71428	Indirect
Common Stock	257900	Indirect
Common Stock	170356	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$.2655	2013-05-28	Common Stock (2400000)	1720648	Direct
Employee Stock Option (right to buy)	$3.294	2015-03-23	Common Stock (2400000)	2200000	Direct
Employee Stock Option (right to buy)	$8.435	2015-11-11	Common Stock (1200000)	1200000	Direct
Employee Stock Option (right to buy)	$15.86	2018-06-02	Common Stock (800000)	800000	Direct
Employee Stock Option (right to buy)	$17.82	2019-12-01	Common Stock (500000)	500000	Direct
Restricted Stock Units	$		Common Stock (261000)	261000	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.00 to $57.55. 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: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 3,477,570 additional shares of common stock.

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: This transaction was executed in multiple trades at prices ranging from $57.10 to $57.69. 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: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 102,946 additional shares of common stock.

F6: This transaction was executed in multiple trades at prices ranging from $57.50 to $57.80. 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: This transaction was executed in multiple trades at prices ranging from $58.00 to $58.54. 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.

F8: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 737,866 additional shares of common stock.

F9: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 20,036 additional shares of common stock.

F10: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 94,764 additional shares of common stock.

F11: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 256,098 additional shares of common stock.

F12: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 51,166 additional shares of common stock.

F13: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 93,318 additional shares of common stock.

F14: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 54,154 additional shares of common stock.

F15: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 28,010 additional shares of common stock.

F16: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 8,080 additional shares of common stock.

F17: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 990,928 additional shares of common stock.

F18: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 4,907,824 additional shares of common stock.

F19: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 92,462 additional shares of common stock.

F20: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 35,714 additional shares of common stock.

F21: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 128,950 additional shares of common stock.

F22: On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 85,178 additional shares of common stock.

F23: This employee stock option was previously reported as covering 1,200,000 shares of common stock at an exercise price of $0.446 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F24: The options are currently vested.

F25: This employee stock option was previously reported as covering 1,200,000 shares of common stock at an exercise price of $0.531 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F26: This employee stock option was previously reported as covering 1,200,000 shares of common stock at an exercise price of $6.588 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F27: This employee stock option was previously reported as covering 600,000 shares of common stock at an exercise price of $16.87 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F28: The options are currently vested with respect to 480,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013.

F29: This employee stock option was previously reported as covering 400,000 shares of common stock at an exercise price of $31.72 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F30: The options are currently vested with respect to 200,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.

F31: This employee stock option was previously reported as covering 250,000 shares of common stock at an exercise price of $35.64 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.

F32: 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.

F33: The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.

F34: Not applicable.

F35: These restricted stock units were previously reported as covering 130,500 shares of common stock, but were adjusted to reflect the stock split that occurred on February 15, 2012.