Monster Beverage Corp — Director's Dealing 2013

Apr 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2013-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Stock	S	30000	$47.58	Disposed	1219968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	Employee Stock Option (right to buy)	$.2655	G	449868	Acquired	2013-05-28	Common Stock (2400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1931856	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)	174000	Direct

Footnotes

F1: All sales of Common Stock reported in this Form 4 were transacted by the Reporting Person for tax planning reasons.

F2: Sale of shares pursuant to a Rule 10b-5 trading plan adopted March 14, 2013.

F3: This transaction was executed in multiple trades at prices ranging from $47.17 to $48.04. 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.

F4: 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.

F5: Reflects the assignment of options to the Reporting Person as the proceeds of in-kind annuity payments from an existing grantor retained annuity trust with an independent trustee.

F6: The options are currently vested.

F7: The options are currently vested with respect to 166,304 shares. The remaining options vest on June 2, 2013.

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

F11: Not applicable.