Monster Beverage Corp — Director's Dealing 2015

Jan 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2015-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-07	Common Stock	M	1156884	$3.294	Acquired	1183060	Direct
2015-01-07	Common Stock	F	555740	$115.96	Disposed	627320	Direct
2015-01-08	Common Stock	G	34390	—	Acquired	661710	Direct
2015-01-06	Common Stock	S	9913	$110.45	Disposed	75011	Indirect
2015-01-06	Common Stock	S	23504	$111.64	Disposed	51507	Indirect
2015-01-06	Common Stock	S	13306	$112.28	Disposed	38201	Indirect
2015-01-06	Common Stock	S	3277	$113.41	Disposed	34924	Indirect
2015-01-06	Common Stock	S	9913	$110.45	Disposed	147987	Indirect
2015-01-06	Common Stock	S	23504	$111.64	Disposed	124483	Indirect
2015-01-06	Common Stock	S	13306	$112.28	Disposed	111177	Indirect
2015-01-06	Common Stock	S	3277	$113.41	Disposed	107900	Indirect
2015-01-07	Common Stock	M	289370	$3.294	Acquired	578740	Indirect
2015-01-07	Common Stock	F	145502	$115.96	Disposed	289736	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-07	Employee Stock Option (right to buy)	$3.294	M	1156884	Disposed	2015-03-23	Common Stock (2110630)	Direct
2015-01-07	Employee Stock Option (right to buy)	$3.294	M	289370	Disposed	2015-03-23	Common Stock (289370)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1881856	Indirect
Common Stock	9815648	Indirect
Common Stock	71428	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	800000	Indirect
Common Stock	2000000	Indirect
Common Stock	77121	Indirect
Common Stock	35162	Indirect
Common Stock	1612	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

Footnotes

F1: Represents shares transferred from an existing grantor retained annuity trust to the reporting person as the proceeds of an in-kind annuity payment from such existing grantor retained annuity trust.

F2: Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 12, 2014.

F3: This transaction was executed in multiple trades at prices ranging from $110.00 to $110.98. 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 trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.

F5: This transaction was executed in multiple trades at prices ranging from $111.01 to $112.01. 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.

F6: This transaction was executed in multiple trades at prices ranging from $112.02 to $113.005. 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.

F7: This transaction was executed in multiple trades at prices ranging from $113.035 to $113.965. 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.

F8: Includes 289,370 shares of Common Stock received pursuant to the January 7, 2015 exercise of options previously assigned to Hilrod Holdings XV, L.P. by Hilton H. Schlosberg.

F9: Includes 145,502 shares of Common Stock withheld by the issuer in connection with the January 7, 2015 exercise of options previously assigned to Hilrod Holdings XV, L.P. by Hilton H. Schlosberg.

F10: The options are currently vested.

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 3, 2015, 2016 and 2017.