Sec Form 4 Filing - SCHLOSBERG HILTON H @ Monster Beverage Corp - 2015-04-15

Insider filing report for Changes in Beneficial Ownership
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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
SCHLOSBERG HILTON H
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)
Vice Chairman and President
(Last) (First) (Middle)
1 MONSTER WAY
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2015
(Street)
CORONA, CA92879
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 04/15/2015 G( 1 ) V 42,146 D $ 0 829,403 ( 2 ) D
Common Stock 04/17/2015 G( 3 ) V 42,146 A $ 0 871,549 D
Common Stock 1,881,856 I By Brandon Limited Partnership No. 1 ( 4 )
Common Stock 9,815,648 I By Brandon Limited Partnership No. 2 ( 4 )
Common Stock 34,924 I By Hilrod Holdings IV, L.P. ( 4 )
Common Stock 71,428 I By Hilrod Holdings V, L.P. ( 4 )
Common Stock 107,900 I By Hilrod Holdings VI, L.P. ( 4 )
Common Stock 40,072 I By Hilrod Holdings VII, L.P. ( 4 )
Common Stock 189,528 I By Hilrod Holdings VIII, L.P. ( 4 )
Common Stock 04/20/2015 S( 5 ) 53,487 D $ 140.263 ( 6 ) 337,726 I By Hilrod Holdings IX, L.P.
Common Stock 04/21/2015 S( 5 ) 83,400 D $ 140.261 ( 7 ) 254,326 I By Hilrod Holdings IX, L.P.
Common Stock 04/21/2015 S( 5 ) 3,200 D $ 141.198 ( 8 ) 251,126 I By Hilrod Holdings IX, L.P.
Common Stock 04/22/2015 S( 5 ) 23,102 D $ 140.033 ( 9 ) 228,024 I By Hilrod Holdings IX, L.P.
Common Stock 83,306 I By Hilrod Holdings X, L.P. ( 4 )
Common Stock 168,414 I By Hilrod Holdings XI, L.P. ( 4 )
Common Stock 153,534 I By Hilrod Holdings XII, L.P. ( 4 ) ( 10 )
Common Stock 727,354 I By Hilrod Holdings XIII, L.P. ( 4 ) ( 10 )
Common Stock 2,000,000 I By Hilrod Holdings XIV, L.P. ( 4 )
Common Stock 287,736 I By Hilrod Holdings XV, L.P. ( 4 )
Common Stock 30,068 I By RCS 2008 GRAT #2 ( 4 )
Common Stock 68,438 I By RCS Direct 2011 GRAT ( 4 )
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) $ 8.435 ( 11 ) 11/11/2015 Common Stock 1,200,000 960,000 D
Employee Stock Option (right to buy) $ 15.86 ( 11 ) 06/02/2018 Common Stock 800,000 18,912 D
Employee Stock Option (right to buy) $ 17.82 ( 11 ) 12/01/2019 Common Stock 500,000 100,000 D
Employee Stock Option (right to buy) $ 53.96 ( 12 ) 06/03/2023 Common Stock 140,000 140,000 D
Employee Stock Option (right to buy) $ 53.96 ( 11 ) 06/03/2023 Common Stock 70,000 70,000 I By Hilrod Holdings XV, L.P. ( 4 )
Employee Stock Option (right to buy) $ 70.06 ( 13 ) 03/14/2024 Common Stock 210,000 210,000 D
Employee Stock Option (right to buy) $ 135.48 ( 14 ) 03/13/2025 Common Stock 79,200 79,200 D
Restricted Stock Units ( 15 ) ( 16 ) ( 17 ) Common Stock 38,100 38,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHLOSBERG HILTON H
1 MONSTER WAY
CORONA, CA92879
X Vice Chairman and President
Signatures
Hilton H. Schlosberg 04/22/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee.
( 2 )As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person and a transfer of shares directly to the reporting person, the total amount of shares directly owned increased prior to this transaction.
( 3 )Represents shares transferred to the reporting person as the proceeds of in-kind annuity payments from an existing grantor retained annuity trust with an independent trustee.
( 4 )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.
( 5 )Sale of shares pursuant to a Rule 10b5-1 trading plan adopted March 13, 2015.
( 6 )This transaction was executed in multiple trades at prices ranging from $140.00 to $140.81. 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.
( 7 )This transaction was executed in multiple trades at prices ranging from $140.00 to $140.995. 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.
( 8 )This transaction was executed in multiple trades at prices ranging from $141.04 to $141.32. 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.
( 9 )This transaction was executed in multiple trad es at prices ranging from $140.00 to $140.12. 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.
( 10 )Reflects the distribution of shares as the proceeds of an in-kind annuity payment 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.
( 11 )The options are currently vested.
( 12 )The remaining options vest in two equal installments on June 3, 2015 and 2016.
( 13 )The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.
( 14 )The options vest in three equal installments on March 13, 2016, 2017 and 2018.
( 15 )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.
( 16 )The restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.
( 17 )Not applicable.

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