Monster Beverage Corp — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2014-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-03	Common Stock	G	400000	—	Disposed	1036095	Direct
2014-08-01	Common Stock	G	1000000	—	Disposed	66904	Direct
2014-04-03	Common Stock	G	800000	—	Acquired	800000	Indirect
2014-08-01	Common Stock	G	2000000	—	Acquired	2000000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-07	Employee Stock Option (right to buy)	$3.294	G	458636	Disposed	2015-03-23	Common Stock (2110630)	Direct
2014-05-07	Employee Stock Option (right to buy)	$15.86	G	307392	Disposed	2018-06-02	Common Stock (800000)	Direct
2014-05-07	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	1881856	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	401148	Indirect
Common Stock	83306	Indirect
Common Stock	168414	Indirect
Common Stock	170356	Indirect
Common Stock	30068	Indirect
Common Stock	102828	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$3.294	2015-03-23	Common Stock (289370)	289370	Indirect
Employee Stock Option (right to buy)	$8.435	2015-11-11	Common Stock (1200000)	960000	Direct
Employee Stock Option (right to buy)	$53.96	2023-06-03	Common Stock (140000)	140000	Direct
Employee Stock Option (right to buy)	$53.96	2023-06-03	Common Stock (70000)	70000	Indirect
Employee Stock Option (right to buy)	$17.82	2024-03-14	Common Stock (210000)	210000	Direct
Restricted Stock Units	$		Common Stock (261000)	87000	Direct

Footnotes

F1: Reflects the assignment of shares from the reporting person to Hilrod Holdings XIII, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIII, L.P. are indirectly beneficially owned by the reporting person.

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 increased prior to this transaction.

F3: Reflects the assignment of shares from the reporting person to Hilrod Holdings XIV, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIV, L.P. are indirectly beneficially owned by the reporting person.

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., Hilrod Holdings XII, L.P Hilrod Holdings XIII, L.P., Hilrod Holdings XIV, L.P. and Hilrod Holdings XV, 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 distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts and the transfer of shares directly to the reporting person. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.

F6: Reflects the assignment of shares from the reporting person and Rodney Sacks to Hilrod Holdings XIII, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIII, L.P. are indirectly beneficially owned by the reporting person.

F7: Reflects the assignment of shares from the reporting person and Rodney Sacks to Hilrod Holdings XIV, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XIV, L.P. are indirectly beneficially owned by the reporting person.

F8: Reflects the assignment of options to a grantor retained annuity trust of which the reporting person is not the beneficial owner.

F9: The options are currently vested.

F10: The remaining options vest on December 1, 2014.

F11: The remaining options vest in two equal installments on June 3, 2015 and 2016.

F12: The options vest in three equal installments on March 14, 2015, 2016 and 2017.

F13: 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.

F14: The remaining restricted stock units vest on September 1, 2014.

F15: Not applicable.