Monster Beverage Corp — Director's Dealing 2013

Jul 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2013-07-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-25	Common Stock	J	1415728	—	Disposed	4	Indirect
2013-07-25	Common Stock	J	6305136	—	Disposed	4	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1393301	Direct
Common Stock	1931856	Indirect
Common Stock	9815648	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	186636	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
Restricted Stock Units	$		Common Stock (261000)	174000	Direct

Footnotes

F1: Includes 63,051 shares distributed to the reporting person by Hilrod Holdings, L.P. ("Hilrod") and 14,157 shares distributed to the reporting person by HRS Holdings, L.P. ("HRS"), which shares were previously reported as indirectly beneficially owned by the reporting person due to his general partnership interest in Hilrod and HRS.

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 co-trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.

F3: On July 25, 2013, Hilrod and HRS each distributed, without consideration, all but 4 shares of Common Stock previously reported as directly held by each of them, to (i) the reporting person, as a general partner of each of Hilrod and HRS, his pro rata portion (determined based on his respective general partnership interest, which general partnership interest represented ownership equal to 1% of each of Hilrod and HRS) of the shares of Common Stock distributed by Hilrod and HRS, as applicable; and (ii) Mr. Sacks, as a general partner of each of Hilrod and HRS, his pro rata portion (determined based on his respective general partnership interest, which general partnership interest represented ownership equal to 1% of each of Hilrod and HRS) of the shares of Common Stock distributed by Hilrod and HRS, as applicable.

F4: On July 25, 2013, Hilrod and HRS also each distributed, without consideration, all but 4 shares of Common Stock previously reported as directly held by each of them, to their respective limited partners, which are entities for the benefit of certain family members of the reporting person and Mr. Sacks, as applicable, pro rata, the remaining shares of Common Stock distributed by Hilrod and HRS, and such limited partners subsequently transferred such shares of Common Stock to other entities for the benefit of certain family members of the reporting person or Mr. Sacks, as applicable, which entities are controlled by an independent third party, Sterling Trustees LLC.

F5: The July 25, 2013 distributions were effected for the purpose of restructuring family holdings.

F6: As a result of the July 25, 2013 distributions, Hilrod and HRS each continue to beneficially own 4 shares of the Company's common stock. Accordingly, the reporting person continues to indirectly beneficially own the shares reported as directly held by Hilrod and HRS.

F7: The options are currently vested.

F8: 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.

F9: The options vest in three equal installments on June 3, 2014, 2015 and 2016.

F10: 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.

F11: The remaining restricted stock units vest in two equal installments on September 1, 2013 and 2014.

F12: Not applicable.