Sec Form 4 Filing - SCHLOSBERG HILTON H @ Monster Beverage Corp - 2014-01-02

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)
01/02/2014
(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 01/02/2014 S 77,972 ( 1 ) D $ 66.98 ( 2 ) 1,211,440 D
Common Stock 01/02/2014 S 29,721 ( 1 ) D $ 67.82 ( 3 ) 1,181,719 D
Common Stock 01/03/2014 S 92,307 ( 1 ) D $ 67.62 ( 4 ) 1,089,412 D
Common Stock 1,881,856 I By Brandon Limited Partnership No. 1 ( 5 )
Common Stock 9,815,648 I By Brandon Limited Partnership No. 2 ( 5 )
Common Stock 4 I By HRS Holdings, L.P. ( 5 )
Common Stock 4 I By Hilrod Holdings, L .P. ( 5 )
Common Stock 184,924 I By Hilrod Holdings IV, L.P. ( 5 )
Common Stock 71,428 I By Hilrod Holdings V, L.P. ( 5 )
Common Stock 257,900 I By Hilrod Holdings VI, L.P. ( 5 )
Common Stock 40,072 I By Hilrod Holdings VII, L.P. ( 5 )
Common Stock 189,528 I By Hilrod Holdings VIII, L.P. ( 5 )
Common Stock 453,740 I By Hilrod Holdings IX, L.P. ( 5 )
Common Stock 92,332 I By Hilrod Holdings X, L.P. ( 5 )
Common Stock 168,414 I By Hilrod Holdings XI, L.P. ( 5 )
Common Stock 170,356 I By Hilrod Holdings XII, L.P. ( 5 )
Common Stock 30,068 I By RCS 2008 GRAT #2 ( 5 )
Common Stock 149,488 I By RCS Direct 2011 GRAT ( 5 )
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) $ 3.294 ( 6 ) 03/23/2015 Common Stock 2,400,000 1,904,890 D
Employee Stock Option (right to buy) $ 8.435 ( 6 ) 11/11/2015 Common Stock 1,200,000 960,000 D
Employee Stock Option (right to buy) $ 15.86 ( 6 ) 06/02/2018 Common Stock 800,000 326,304 D
Employee Stock Option (right to buy) $ 17.82 ( 7 ) 12/01/2019 Common Stock 500,000 300,000 D
Employee Stock Option (right to buy) $ 53.96 ( 8 ) 06/03/2023 Common Stock 210,000 210,000 D
Restricted Stock Units ( 9 ) ( 10 ) ( 11 ) Common Stock 261,000 87,000 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 01/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2013.
( 2 )This transaction was executed in multiple trades at prices ranging from $66.67 to $67.67. 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 $67.68 to $67.97. 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 $67.26 to $68.0475. 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 )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. The reporting person is the co-trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.
( 6 )The options are currently vested.
( 7 )The options are currently vested with respect to 200,000 shares. The remaining options vest on December 1, 2014.
( 8 )The options vest in three equal installments on June 3, 2014, 2015 and 2016.
( 9 )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.
( 10 )The remaining restricted stock units vest on September 1, 2014.
( 11 )Not applicable.

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