Monster Beverage Corp — Director's Dealing 2017

Dec 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Monster Beverage Corp (MNST)
CIK: 0000865752
Period of Report: 2017-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-03	Common Stock	G	35913	—	Acquired	168024	Direct
2017-05-08	Common Stock	G	427560	—	Acquired	595584	Direct
2017-08-04	Common Stock	G	369544	—	Acquired	965128	Direct
2017-08-09	Common Stock	G	2328	—	Acquired	967456	Direct
2017-12-12	Common Stock	M	56733	$5.29	Acquired	1024189	Direct
2017-12-12	Common Stock	M	376236	$5.29	Acquired	2625426	Indirect
2017-12-12	Common Stock	F	179824	$62.91	Disposed	2445602	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-12	Employee Stock Option (right to buy)	$5.29	M	56733	Disposed	2018-06-02	Common Stock (56733)	Direct
2017-12-12	Employee Stock Option (right to buy)	$5.29	M	188118	Disposed	2018-06-02	Common Stock (188118)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5645568	Indirect
Common Stock	29386944	Indirect
Common Stock	104772	Indirect
Common Stock	214284	Indirect
Common Stock	323700	Indirect
Common Stock	120216	Indirect
Common Stock	568584	Indirect
Common Stock	453444	Indirect
Common Stock	249918	Indirect
Common Stock	505242	Indirect
Common Stock	327186	Indirect
Common Stock	1440954	Indirect
Common Stock	186790	Indirect
Common Stock	4176	Indirect
Common Stock	90204	Indirect
Common Stock	231363	Indirect
Common Stock	105486	Indirect
Common Stock	4836	Indirect
Common Stock	1639842	Indirect
Common Stock	80598	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$5.94	2019-12-01	Common Stock ()	16830	Direct
Employee Stock Option (right to buy)	$5.94	2019-12-01	Common Stock ()	283170	Indirect
Employee Stock Option (right to buy)	$17.99	2023-06-03	Common Stock ()	11118	Direct
Employee Stock Option (right to buy)	$17.99	2023-06-03	Common Stock ()	408882	Indirect
Employee Stock Option (right to buy)	$17.99	2023-06-03	Common Stock ()	210000	Indirect
Employee Stock Option (right to buy)	$23.35	2024-03-14	Common Stock ()	210000	Direct
Employee Stock Option (right to buy)	$23.35	2024-03-14	Common Stock ()	420000	Indirect
Employee Stock Option (right to buy)	$45.16	2025-03-13	Common Stock ()	158400	Direct
Employee Stock Option (right to buy)	$45.16	2025-03-13	Common Stock ()	79200	Indirect
Employee Stock Option (right to buy)	$43.99	2026-03-14	Common Stock ()	315000	Direct
Employee Stock Option (right to buy)	$46.27	2027-03-14	Common Stock ()	305500	Direct
Restricted Stock Units	$		Common Stock ()	38100	Direct
Restricted Stock Units	$		Common Stock ()	78000	Direct
Restricted Stock Units	$		Common Stock ()	116100	Direct

Footnotes

F1: As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts to the reporting person and a transfer of shares directly to the reporting person, the total amount of shares directly owned has increased.

F2: As a result of a change in the trustee, shares which were previously reported as directly beneficially owned by the reporting person are now reported by Rodney Sacks as indirectly beneficially owned as trustee of HHS 2010 GRAT #3 and the total number of shares directly owned by the reporting person have decreased.

F3: Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained trust with an independent trustee. For the 8/09/2017 transaction, represents shares distributed to the reporting person as one of the general partners of Hilrod Holdings XV, L.P., without consideration.

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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of RCS 2008 GRAT #2, RCS 2009 GRAT #2, RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3 and RCS Direct 2011 GRAT.

F5: Reflects the distribution of shares as the proceeds of in-kind annuity payments 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. For Hilrod Holdings XV, L.P., reflects the distribution of shares to the reporting person as one of the general partners of Hilrod Holdings XV, L.P., without consideration. The shares distributed from Hilrod Holdings XV, L.P. are directly beneficially owned by the reporting person.

F6: Reflects a change in the trustee, shares which were previously reported as indirectly beneficially owned by Rodney Sacks are reported as indirectly beneficially owned by the reporting person as trustee of RCS 2009 GRAT #2. Reflects a change in the trustee, shares which were previously reported as directly beneficially owned by Rodney Sacks are reported as indirectly beneficially owned by the reporting person as trustee of RCS 2010 GRAT #3.

F7: The options are currently vested.

F8: No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

F9: The options are currently vested with respect to 79,200 shares. The remaining options vest on March 13, 2018.

F10: The options are currently vested with respect to 105,000 shares. The remaining options vest in two equal installments on March 14, 2018 and 2019.

F11: The options vest in three equal installments on March 14, 2018, 2019 and 2020.

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 on March 13, 2018.

F14: Not applicable.

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

F16: The restricted stock units vest in three equal installments on March 14, 2018, 2019 and 2020.

F17: Previous disclosures incorrectly reported the number for these options as 58,623 and186,228. However the total number of these options previously reported was correct.