Sec Form 4 Filing - KELLY THOMAS J @ Monster Beverage Corp - 2015-06-12

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
KELLY THOMAS J
2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp [ MNST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP - Monster Energy Co.
(Last) (First) (Middle)
1 MONSTER WAY
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2015
(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
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) $ 15.86 06/12/2015 D 8,000 ( 3 ) 06/02/2018 Common Stock 8,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 18.07 06/12/2015 D 8,000 ( 3 ) 06/01/2019 Common Stock 8,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 17.82 06/12/2015 D 8,000 ( 3 ) 12/01/2019 Common Stock 8,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 26.26 06/12/2015 D 12,000 ( 4 ) 12/01/2020 Common Stock 12,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 47.13 06/12/2015 D 15,000 ( 5 ) 03/14/2023 Common Stock 15,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 70.06 06/12/2015 D 10,000 ( 6 ) 03/14/2024 Common Stock 10,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 111.3 06/12/2015 D 15,000 ( 7 ) 12/01/2024 Common Stock 15,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 135.48 06/12/2015 D 12,000 ( 8 ) 03/13/2025 Common Stock 12,000 ( 1 ) ( 2 ) 0 D
Restricted Stock Units ( 9 ) 06/12/2015 D 3,000 ( 10 ) ( 11 ) Common Stock 3,000 ( 1 ) ( 2 ) 0 D
Restricted Stock Units ( 9 ) 06/12/2015 D 1,500 ( 12 ) ( 11 ) Common Stock 1,500 ( 1 ) ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLY THOMAS J
1 MONSTER WAY
CORONA, CA92879
Senior VP - Monster Energy Co.
Signatures
Thomas J. Kelly 06/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 12, 2015, Monster Beverage Corporation completed a holding company reorganization in which Monster Beverage Corporation ("Old Monster") merged with and into a wholly-owned subsidiary of New Laser Corporation (which has been renamed Monster Beverage Corporation) ("New Monster") with Old Monster continuing as the surviving corporation and as a wholly-owned subsidiary of New Monster (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding common share of Old Monster was disposed of in exchange for one common share of New Monster, and all Old Monster restricted stock units and stock options were disposed of in exchange for an equal number of New Monster restricted stock units and stock options, respectively.
( 2 )In connection with the transactions consummated on June 12, 2015, immediately after the effective time of the Holding Company Reorganization, New Monster issued to The Coca-Cola Company newly issued common shares of New Monster representing approximately 16.7% of the total number of outstanding New Monster common shares (giving effect to such issuance).
( 3 )The options are currently vested.
( 4 )The options are currently vested with respect to 8,000 share. The remaining options vest on December 1, 2015.
( 5 )The options are currently vested with respect to 3,750 shares. The remaining options vest in three installments as follows: 3,000 shares on March 14, 2016; 3,750 shares on March 14, 2017; 4,500 shares on March 14, 2018.
( 6 )The options are currently vested with respect to 1,000 shares. The remaining options vest in four installments as follows: 1,500 shares on March 14, 2016; 2,00 0 shares on March 14, 2017; 2,500 shares on March 14, 2018; 3,000 shares on March 14, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
( 7 )The options vest in five installments as follows: 1,500 shares on December 1, 2015; 2,250 shares on December 1, 2016; 3,000 shares on December 1, 2017; 3,750 shares on December 1, 2018; 4,500 shares on December 1, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
( 8 )Granted March 13, 2015 pursuant to the Company's 2011 Stock Option Plan (which is a Rule 16b-3(d)(1) plan) and Equity Grant Procedures. The options vest in five equal installments on March 13, 2016, 2017, 2018, 2019 and 2020.
( 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 restricted stock units vest in two equal installments on June 1, 2016 and 2017.
( 11 )Not applicable.
( 12 )The restricted stock units vest in three equal installments on December 1, 2015, 2016 and 2017.

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