Monster Beverage Corp — Director's Dealing 2015

Apr 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2015-03-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-23	Common Stock	G	165068	—	Acquired	826815	Direct
2015-04-07	Common Stock	S	9935	$140.056	Disposed	391213	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1881856	Indirect
Common Stock	9815648	Indirect
Common Stock	34924	Indirect
Common Stock	71428	Indirect
Common Stock	107900	Indirect
Common Stock	40072	Indirect
Common Stock	189528	Indirect
Common Stock	83306	Indirect
Common Stock	168414	Indirect
Common Stock	170356	Indirect
Common Stock	800000	Indirect
Common Stock	2000000	Indirect
Common Stock	287736	Indirect
Common Stock	30068	Indirect
Common Stock	68438	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	18912	Direct
Employee Stock Option (right to buy)	$17.82	2019-12-01	Common Stock (500000)	100000	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)	$70.06	2024-03-14	Common Stock (210000)	210000	Direct
Employee Stock Option (right to buy)	$135.48	2025-03-13	Common Stock (79200)	79200	Direct
Restricted Stock Units	$		Common Stock (38100)	38100	Direct

Footnotes

F1: Reflects the distribution of shares to the Reporting Person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.

F2: Sale of shares pursuant to a Rule 10b5-1 trading plan adopted March 13, 2015.

F3: This transaction was executed in multiple trades at prices ranging from $140.00 to $140.15. 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 of 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, 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., 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: The options are currently vested.

F6: The remaining options vest in two equal installments on June 3, 2015 and 2016.

F7: The options are current vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.

F8: The options vest in three equal installments on March 13, 2016, 2017 and 2018.

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 restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.

F11: Not applicable.