Sec Form 4 Filing - KELLY THOMAS J @ Monster Beverage Corp - 2016-12-01

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) 12/01/2016 (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 12/01/2016 M 1,500 A 18,651 ( 2 ) 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) $ 15.71 ( 3 ) ( 4 ) 03/14/2023 Common Stock ( 5 ) 33,750 ( 3 ) D Employee Stock Option (right to buy) $ 23.35 ( 6 ) ( 7 ) 03/14/2024 Common Stock ( 5 ) 30,000 ( 6 ) D Employee Stock Option (right to buy) $ 37.1 ( 8 ) ( 9 ) 12/01/2024 Common Stock ( 5 ) 45,000 ( 8 ) D Employee Stock Option (right to buy) $ 45.16 ( 10 ) ( 11 ) 03/13/2025 Common Stock ( 5 ) 36,000 ( 10 ) D Employee Stock Option (right to buy) $ 43.99 ( 12 ) ( 13 ) 03/14/2026 Common Stock ( 5 ) 37,500 ( 12 ) D Employee Stock Option (right to buy) $ 43.64 12/01/2016 A 40,000 ( 14 ) 12/01/2026 Common Stock 40,000 $ 0 40,000 D Restricted Stock Units ( 15 ) ( 16 ) ( 17 ) Common Stock ( 5 ) 4,500 ( 18 ) D Restricted Stock Units ( 15 ) 12/01/2016 M 1,500 ( 19 ) ( 17 ) Common Stock 1,500 $ 0 1,500 ( 20 ) 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 Paul J. Dechary, attorney-in-fact 12/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock. ( 2 )On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 11,434 additional shares of common stock. ( 3 )This employee stock option was previously reported as covering 11,250 shares of common stock at an exercise price of $47.13 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016. ( 4 )The options are currently vested with respect to 9,000 shares. The remaining options vest in two installments as follows: 11,250 shares on March 14, 2017; 13,500 shares on March 14, 2018. ( 5 )No transaction is being reported at this time. This line is only reporting holdings as of the date hereof. ( 6 )This employee stock option was previously reported as covering 10,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016. ( 7 )The options are currently vested with respect to 7,500 shares. The remaining options vest in three installments as follows: 6,000 shares on March 14, 2017; 7,500 shares on March 14, 2018; 9000 shares on March 14, 2019. The options will become exercisable on the one year anniversary from the date on which they vested. ( 8 )This employee stock option was previously reported as covering 15,000 shares of common stock at an exercise price of $111.30 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016. ( 9 )The options are currently vested with respect to 4,500 shares. The remaining options vest in four installments as follows: 6,750 shares on December 1, 2016; 9,000 shares on December 1, 2017; 11,250 shares on December 1, 2018; 13,500 shares on December 1, 2019. The options will become exercisable on the one year anniversary from the date on which they vested. ( 10 )This employee stock option was previously reported as covering 12,000 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016. ( 11 )The options are currently vested with respect to 7,200 shares. The remaining options vest in four equal installments on March 13, 2017, 2018, 2019 and 2020. ( 12 )This employee stock option was previously reported as covering 12,500 shares of common stock at an exercise price of $131.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016. ( 13 )The options vest in five installments as follows: 3,750 shares on March 14, 2017;5,625 shares on March 14, 2018; 7,500 shares on March 14, 2019; 9,375 shares on March 14, 2020; 11,250 shares on March 14, 2021. ( 14 )Granted December 1, 2016 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 installments as follows: 4,000 shares on December 1, 2017; 6,000 shares on December 1, 2018; 8,000 shares on December 1, 2019; 10,000 shares on December 1, 2020; 12,000 shares on December 1, 2021. ( 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 remaining restricted stock units vest on June 1, 2017. ( 17 )Not applicable. ( 18 )These restricted stock units were previously reported as covering 1,500 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016. ( 19 )The remaining restricted stock units vest on December 1, 2017. ( 20 )These restricted stock units were previously reported as covering 1,000 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.

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