Sec Form 4 Filing - SACKS RODNEY C @ Monster Beverage Corp - 2012-01-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SACKS RODNEY C 2. Issuer Name and Ticker or Trading Symbol Monster Beverage Corp [ MNST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) MONSTER BEVERAGE CORPORATION, 550 MONICA CIRCLE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2012 (Street) CORONA, CA92880 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/17/2012 S 56,909 ( 1 ) D $ 100.09 ( 2 ) 3,477,770 I By Hilrod Holdings, L.P. ( 13 ) Common Stock 01/17/2012 S 200 ( 1 ) D $ 100.96 3,477,570 I By Hilrod Holdings, L.P. ( 13 ) Common Stock 01/17/2012 S 19,100 ( 1 ) D $ 100.63 ( 3 ) 738,766 I By HRS Holdings, L.P. ( 13 ) Common Stock 01/17/2012 S 900 ( 1 ) D $ 101.29 ( 4 ) 737,866 I By HRS Holdings, L.P. ( 13 ) Common Stock 01/17/2012 S 10,000 ( 1 ) D $ 101.13 ( 5 ) 20,036 I By Hilrod Holdings VII, L.P. ( 13 ) Common Stock 01/17/2012 S 19,200 ( 1 ) D $ 100.87 ( 6 ) 95,564 I By Hilrod Holdings VIII, L.P. ( 13 ) Common Stock 01/17/2012 S 800 ( 1 ) D $ 101.38 ( 7 ) 94,764 I By Hilrod Holdings VIII, L.P. ( 13 ) Common Stock 01/17/2012 S 30,000 ( 1 ) D $ 100.29 ( 8 ) 256,098 I By Hilrod Holdings IX, L.P. ( 13 ) Common Stock 01/17/2012 S 5,000 ( 1 ) D $ 100.66 ( 9 ) 51,166 I By Hilrod Holdings X, L.P. ( 13 ) Common Stock 01/17/2012 S 15,000 ( 1 ) D $ 100.91 ( 10 ) 93,318 I By Hilrod Holdings XI, L.P. ( 13 ) Common Stock 01/17/2012 S 20,000 ( 1 ) D $ 100.93 ( 11 ) 54,154 I By RCS 2009 GRAT Common Stock 01/17/2012 S 6,000 ( 1 ) D $ 101.11 28,010 I By RCS Direct GRAT Common Stock 01/17/2012 S 4,000 ( 1 ) D $ 100.2 ( 12 ) 8,080 I By RCS Direct GRAT #2 Common Stock 990,928 I By Brandon Limited Partnership No. 1 ( 13 ) Common Stock 4,907,824 I By Brandon Limited Partnership No. 2 ( 13 ) Common Stock 92,462 I By Hilrod Holdings IV, L.P. ( 13 ) Common Stock 35,714 I By Hilrod Holdings V, L.P. ( 13 ) Common Stock 128,950 I By Hilrod Holdings VI, L.P. ( 13 ) Common Stock 85,178 I By Hilrod Holdings XII, L.P. ( 13 ) Common Stock 102,946 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 0.446 ( 14 ) 07/12/2012 Common Stock 1,200,000 448,176 D Employee Stock Option (right to buy) $ 0.531 ( 14 ) 05/28/2013 Common Stock 1,200,000 860,324 D Employee Stock Option (right to buy) $ 6.588 ( 14 ) 03/23/2015 Common Stock 1,200,000 1,100,000 D Employee Stock Option (right to buy) $ 16.87 ( 14 ) 11/11/2015 Common Stock 600,000 600,000 D Employee Stock Option (right to buy) $ 31.72 ( 15 ) 06/02/2018 Common Stock 400,000 400,000 D Employee Stock Option (right to buy) $ 35.64 ( 16 ) 12/01/2019 Common Stock 250,000 250,000 D Restricted Stock Units ( 17 ) ( 18 ) ( 19 ) Common Stock 130,500 130,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SACKS RODNEY C MONSTER BEVERAGE CORPORATION 550 MONICA CIRCLE, SUITE 201 CORONA, CA92880 X Chairman and CEO Signatures Rodney C. Sacks 01/19/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2011. ( 2 )This transaction was executed in multiple trades at prices ranging from $99.90 to $100.66. 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. ( 3 )This transaction was executed in multiple trades at prices ranging from $100.25 to $101.09. 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. ( 4 )This transaction was executed in multiple trades at prices ranging from $101.25 to $101.33. 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. ( 5 )This transaction was executed in multiple trades at prices ranging from $101.09 to $101.51. 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. ( 6 )This transaction was executed in multiple trades at prices ranging from $100.37 to $101.30. 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. ( 7 )This transaction was executed in multiple trades at prices ranging from $101.37 to $101.42. 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. ( 8 )This transaction was executed in multiple trades at prices ranging from $100.07 to $100.57. 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. ( 9 )This transaction was executed in multiple trades at prices ranging from $100.50 to $100.92. 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. ( 10 )This transaction was executed in multiple trades at prices ranging from $100.85 to $100.98. The price reported above reflects the weighted ave rage 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. ( 11 )This transaction was executed in multiple trades at prices ranging from $100.87 to $101.00. 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. ( 12 )This transaction was executed in multiple trades at prices ranging from $100.04 to $100.26. 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. ( 13 )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. ( 14 )The options are currently vested. ( 15 )The options are currently vested with respect to 240,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013. ( 16 )The options are currently vested with respect to 100,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014. ( 17 )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. ( 18 )The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014. ( 19 )Not applicable.

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