Monster Beverage Corp — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2012-08-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-10	Common Stock	M	752928	$.2655	Acquired	1690523	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-10	Employee Stock Option (right to buy)	$.2655	M	752928	Disposed	2013-05-28	Common Stock (2400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1981856	Indirect
Common Stock	9815648	Indirect
Common Stock	1415732	Indirect
Common Stock	6305140	Indirect
Common Stock	184924	Indirect
Common Stock	71428	Indirect
Common Stock	257900	Indirect
Common Stock	40072	Indirect
Common Stock	189528	Indirect
Common Stock	482196	Indirect
Common Stock	92332	Indirect
Common Stock	186636	Indirect
Common Stock	170356	Indirect
Common Stock	77121	Indirect
Common Stock	56020	Indirect
Common Stock	11996	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$3.294	2015-03-23	Common Stock (2400000)	1904890	Direct
Employee Stock Option (right to buy)	$8.435	2015-11-11	Common Stock (1200000)	960000	Direct
Employee Stock Option (right to buy)	$15.86	2018-06-02	Common Stock (800000)	326304	Direct
Employee Stock Option (right to buy)	$17.82	2019-12-01	Common Stock (500000)	300000	Direct
Restricted Stock Units	$		Common Stock (261000)	261000	Direct

Footnotes

F1: Reflects the exercise of 752,928 options. In addition, as a result of the distribution of shares to the reporting person as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts, the total amount of shares directly owned have increased.

F2: 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. The reporting person is the trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.

F3: Reflects the distribution of shares as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts. The shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.

F4: The options are currently vested.

F5: The options are currently vested with respect to 166,304 shares. The remaining options vest on June 2, 2013.

F6: The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.

F7: 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.

F8: The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.

F9: Not applicable.