Monster Beverage Corp — Director's Dealing 2016

Mar 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2016-03-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-21	Common Stock	J	84859	—	Disposed	1482744	Direct
2016-03-22	Common Stock	G	207350	—	Acquired	1690094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-22	Employee Stock Option (right to buy)	$15.86	G	62705	Acquired	2018-06-02	Common Stock (62705)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1881856	Indirect
Common Stock	9795648	Indirect
Common Stock	34924	Indirect
Common Stock	71428	Indirect
Common Stock	107900	Indirect
Common Stock	40072	Indirect
Common Stock	189528	Indirect
Common Stock	151148	Indirect
Common Stock	83306	Indirect
Common Stock	168414	Indirect
Common Stock	153534	Indirect
Common Stock	727354	Indirect
Common Stock	1823322	Indirect
Common Stock	233628	Indirect
Common Stock	30068	Indirect
Common Stock	68438	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$17.82	2019-12-01	Common Stock ()	100000	Direct
Employee Stock Option (right to buy)	$53.96	2023-06-03	Common Stock ()	140000	Direct
Employee Stock Option (right to buy)	$53.96	2023-06-03	Common Stock ()	70000	Indirect
Employee Stock Option (right to buy)	$70.06	2024-03-14	Common Stock ()	210000	Direct
Employee Stock Option (right to buy)	$135.48	2025-03-13	Common Stock ()	79200	Direct
Employee Stock Option (right to buy)	$131.96	2026-03-24	Common Stock ()	105000	Direct
Restricted Stock Units	$		Common Stock ()	25400	Direct
Restricted Stock Units	$		Common Stock ()	39000	Direct

Footnotes

F1: Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee in satisfaction of a loan made by such grantor retained annuity trust to the reporting person in connection with the payment of taxes.

F2: The aggregate amount of principal and accrued interest outstanding on such loan was approximately $11.6 million. The number of shares transferred to the grantor retained annuity trust was calculated based on $136.615, which was the average trading price of the issuer's common stock on March 18, 2016.

F3: Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.

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: Represents options transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.

F6: The options are currently vested.

F7: No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

F8: The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.

F9: The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.

F10: The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.

F11: The options vest in three equal installments on March 14, 2017, 2018 and 2019.

F12: 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.

F13: The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.

F14: Not applicable.

F15: The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.