Monster Beverage Corp — Director's Dealing 2012

Apr 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2011-12-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	G	200000	—	Acquired	200000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-22	Employee Stock Option (right to buy)	$.2655	G	967720	Disposed	2013-05-28	Common Stock (2400000)	Direct
2012-03-22	Employee Stock Option (right to buy)	$3.294	G	295110	Disposed	2015-03-23	Common Stock (2400000)	Direct
2012-03-22	Employee Stock Option (right to buy)	$8.435	G	240000	Disposed	2015-11-11	Common Stock (1200000)	Direct
2012-03-22	Employee Stock Option (right to buy)	$15.86	G	473696	Disposed	2018-06-02	Common Stock (800000)	Direct
2012-03-22	Employee Stock Option (right to buy)	$17.82	G	200000	Disposed	2019-12-01	Common Stock (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	896352	Direct
Common Stock	6655140	Indirect
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	1981856	Indirect
Common Stock	9815648	Indirect
Common Stock	184924	Indirect
Common Stock	71428	Indirect
Common Stock	257900	Indirect
Common Stock	170356	Indirect
Common Stock	30068	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (261000)	261000	Direct

Footnotes

F1: The only transactions reported in this Form 4 relate to (a) a gift made to a grantor retained annuity trust of which the reporting person is trustee and (b) gifts made by the reporting person to grantor retained annuity trusts.

F2: These shares were previously reported as being directly owned by Rodney C. Sacks. The change in beneficial ownership reported on this Form 4 is a result of the contribution by Rodney C. Sacks to RCS Direct 2011 GRAT, for which the reporting person acts as trustee.

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. The reporting person is the co-trustee of RCS 2008 GRAT #2.

F4: The name of this grantor retained annuity trust has changed for reporting purposes from RCS 2008 GRAT to RCS 2008 GRAT #2.

F5: Reflects the assignment of options to a grantor retained annuity trust of which the reporting person is not the beneficial owner.

F6: The options are currently vested.

F7: 473,696 vested options were assigned by the reporting person to a grantor retained annuity trust with an independent trustee. Options with respect to 6,304 shares are currently vested with the reporting person. The remaining options vest in two equal installments on June 2, 2012 and 2013.

F8: 200,000 vested options were assigned by the reporting person to a grantor retained annuity trust with an independent trustee. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.

F9: 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.

F10: The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.

F11: Not applicable.