Monster Beverage Corp — Director's Dealing 2014

Jan 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2014-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Common Stock	G	300	—	Disposed	1392558	Direct
2014-01-02	Common Stock	S	79325	$66.97	Disposed	1313233	Direct
2014-01-02	Common Stock	S	29255	$67.82	Disposed	1283978	Direct
2014-01-03	Common Stock	S	91420	$67.62	Disposed	1192558	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	453740	Indirect
Common Stock	92332	Indirect
Common Stock	168414	Indirect
Common Stock	170356	Indirect
Common Stock	77121	Indirect
Common Stock	45856	Indirect
Common Stock	6685	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)	87000	Direct

Footnotes

F1: Represents a gift of such shares to a charity pursuant to Rule 16b-5.

F2: Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2013.

F3: This transaction was executed in multiple trades at prices ranging from $66.66 to $67.66. 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: This transaction was executed in multiple trades at prices ranging from $67.67 to $67.95. 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.

F5: This transaction was executed in multiple trades at prices ranging from $67.25 to $68.0987. 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.

F6: 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 each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.

F7: The options are currently vested.

F8: The options are currently vested with respect to 200,000 shares. The remaining options vest on December 1, 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 on September 1, 2014.

F12: Not applicable.