Monster Beverage Corp — Director's Dealing 2013

Sep 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2013-09-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-01	Common Stock	M	87000	—	Acquired	1489412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-01	Restricted Stock Units	$	M	87000	Disposed		Common Stock (261000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1931856	Indirect
Common Stock	9815648	Indirect
Common Stock	4	Indirect
Common Stock	4	Indirect
Common Stock	184924	Indirect
Common Stock	71428	Indirect
Common Stock	257900	Indirect
Common Stock	40072	Indirect
Common Stock	189528	Indirect
Common Stock	453740	Indirect
Common Stock	92332	Indirect
Common Stock	168414	Indirect
Common Stock	170356	Indirect
Common Stock	30068	Indirect
Common Stock	149488	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
Employee Stock Option (right to buy)	$53.96	2023-06-03	Common Stock (210000)	210000	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock.

F2: As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person, the total amount of shares directly owned has increased.

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 and the trustee of RCS Direct 2011 GRAT.

F4: Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts. The shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.

F5: The options are currently vested.

F6: The options are currently vested with respect to 100,000 shares. The remaining options vest in two equal installments on December 1, 2013 and 2014.

F7: The options vest in three equal installments on June 3, 2014, 2015 and 2016.

F8: 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.

F9: The remaining restricted stock units vest on September 1, 2014.

F10: Not applicable.