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

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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3235-0287

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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)
04/06/2020

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2020		G^{( 1 )}	V	1,000,000	D	$ 0	238,118	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1 ^{( 2 )}
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2 ^{( 2 )}
Common Stock								104,772	I	By Hilrod Holdings IV, L.P. ^{( 2 )}
Common Stock								214,284	I	By Hilrod Holdings V, L.P. ^{( 2 )}
Common Stock								323,700	I	By Hilrod Holdings VI, L.P. ^{( 2 )}
Common Stock								120,216	I	By Hilrod Holdings VII, L.P. ^{( 2 )}
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P. ^{( 2 )}
Common Stock								453,444	I	By Hilrod Holdings IX, L.P. ^{( 2 )}
Common Stock								249,918	I	By Hilrod Holdings X, L.P. ^{( 2 )}
Common Stock								505,242	I	By Hilrod Holdings XI, L.P. ^{( 2 )}
Common Stock								327,186	I	By Hilrod Holdings XII, L.P. ^{( 2 )}
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P. ^{( 2 )}
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P. ^{( 2 )}
Common Stock								4,176	I	By Hilrod Holdings XV, L.P. ^{( 2 )}
Common Stock								462,826	I	By Hilrod Holdings XVI, L.P. ^{( 2 )}
Common Stock								1,678,336	I	By Hilrod Holdings XVII, L.P. ^{( 2 )}
Common Stock								506,566	I	By Hilrod Holdings XIX, L.P. ^{( 2 )}
Common Stock	04/09/2020		G^{( 3 )}	V	2,000,000	A	$ 0	2,000,000	I	By Hilrod Holdings XX, L.P. ^{( 2 )}
Common Stock								90,204	I	By RCS 2008 GRAT #2 ^{( 2 )}
Common Stock								231,363	I	By RCS 2009 GRAT #2 ^{( 2 )}
Common Stock								105,486	I	By RCS Direct 2010 GRAT ^{( 2 )}
Common Stock								4,836	I	By RCS Direct 2010 GRAT #2 ^{( 2 )}
Common Stock								1,639,842	I	By RCS 2010 GRAT #3 ^{( 2 )}
Common Stock								80,598	I	By RCS Direct 2011 GRAT ^{( 2 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$ 17.99							^{( 4 )}	06/03/2023	Common Stock	^{( 5 )}		11,118	D
Employee Stock Option (right to buy)	$ 17.99							^{( 4 )}	06/03/2023	Common Stock	^{( 5 )}		408,882	I	By Hilrod Holdings XVI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 17.99							^{( 4 )}	06/03/2023	Common Stock	^{( 5 )}		210,000	I	By Hilrod Holdings XV, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 23.35							^{( 4 )}	03/14/2024	Common Stock	^{( 5 )}		4,281	D
Employee Stock Option (right to buy)	$ 23.35							^{( 4 )}	03/14/2024	Common Stock	^{( 5 )}		420,000	I	By Hilrod Holdings XVI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 23.35							^{( 4 )}	03/14/2024	Common Stock	^{( 5 )}		205,719	I	By Hildrod Holdings XVIII, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 45.16							^{( 4 )}	03/13/2025	Common Stock	^{( 5 )}		2,214	D
Employee Stock Option (right to buy)	$ 45.16							^{( 4 )}	03/13/2025	Common Stock	^{( 5 )}		79,200	I	By Hilrod Holdings XVI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 45.16							^{( 4 )}	03/13/2025	Common Stock	^{( 5 )}		156,186	I	By Hilrod Holdings XVIII, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 43.99	04/06/2020		G^{( 6 )}	V		215,472	^{( 4 )}	03/14/2026	Common Stock	215,472	$ 0	2,271	D
Employee Stock Option (right to buy)	$ 43.99							^{( 4 )}	03/14/2026	Common Stock	^{( 5 )}		97,257	I	By Hilrod Holdings XVIII, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 43.99							^{( 4 )}	03/14/2026	Common Stock	215,472		215,472	I	By Hilrod Holdings XXI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 46.27	04/06/2020		G^{( 6 )}	V		201,503	^{( 4 )}	03/14/2027	Common Stock	201,503	$ 0	2,163	D
Employee Stock Option (right to buy)	$ 46.27							^{( 4 )}	03/14/2027	Common Stock	^{( 5 )}		101,834	I	By Hildrod Holdings XVIII, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 46.27							^{( 4 )}	03/14/2027	Common Stock	201,503		201,503	I	By Hildrod Holdings XXI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 58.73	04/06/2020		G^{( 6 )}	V		176,000	^{( 7 )}	03/14/2028	Common Stock	176,000	$ 0	88,000	D
Employee Stock Option (right to buy)	$ 58.73							^{( 4 )}	03/14/2028	Common Stock	176,000		176,000	I	By Hildrod Holdings XXI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 59.67	04/06/2020		G^{( 6 )}	V		97,200	^{( 8 )}	03/14/2029	Common Stock	97,200	$ 0	194,400	D
Employee Stock Option (right to buy)	$ 59.67							^{( 4 )}	03/14/2029	Common Stock	97,200		97,200	I	By Hildrod Holdings XXI, L.P. ^{( 2 )}
Employee Stock Option (right to buy)	$ 62.39							^{( 9 )}	03/13/2030	Common Stock	^{( 5 )}		191,400	D
Restricted Stock Units	^{( 10 )}							^{( 11 )}	^{( 12 )}	Common Stock	^{( 5 )}		34,067	D
Restricted Stock Units	^{( 10 )}							^{( 13 )}	^{( 12 )}	Common Stock	^{( 5 )}		67,067	D
Restricted Stock Units	^{( 10 )}							^{( 14 )}	^{( 12 )}	Common Stock	^{( 5 )}		57,700	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHLOSBERG HILTON H 1 MONSTER WAY CORONA, CA92879	X		Vice Chairman and President

**Signatures**
Paul J. Dechary, attorney-in-fact		04/23/2020
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Reflects the transfer of shares from the reporting person to Hilrod Holdings XX, L.P., of which the reporting person is one of the general partners and limited partners. The shares transferred to Hilrod Holdings XX, L.P. are indirectly beneficially owned by the reporting person.
( 2 )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., Hilrod Holdings XVI, L.P., Hilrod Holdings XVII, L.P., Hilrod Holdings XVIII, L.P., Hilrod Holdings XIX, L.P., Hilrod Holdings XX, L.P. and Hilrod Holdings XXI, L.P. The reporting person is the trustee of RCS 2008 GRAT #2, RCS 2009 GRAT #2, RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3 and RCS Direct 2011 GRAT. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 3 )Reflects the transfer of shares from the reporting person and Rodney Sacks to Hilrod Holdings XX, L.P., of which the reporting person is one of the general partners and limited partners. The shares transferred to Hilrod Holdings XX, L.P. are indirectly beneficially owned by the reporting person.
( 4 )The options are currently vested.
( 5 )No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
( 6 )Reflects the assignment of options from the reporting person to Hilrod Holdings XXI, L.P., of which the reporting person is one of the general partners and limited partners. The options assigned to Hilrod Holdings XXI, L.P. are indirectly beneficially owned by the reporting person.
( 7 )The remaining options vest on March 14, 2021.
( 8 )The remaining options vest in two equal installments on March 14, 2021 and 2022.
( 9 )The options vest in three installments as follows: 85,066 shares on March 13, 2021, 53,167 shares on March 13, 2022 and 53,167 shares on March 13, 2023.
( 10 )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.
( 11 )The remaining restricted stock units vest on March 14, 2021.
( 12 )Not applicable.
( 13 )The restricted stock units vest in two installments as follows: 33,533 units on March 14, 2021 and 33,534 units on March 14, 2022.
( 14 )The restricted stock units vest in three installments as follows: 25,644 units on March 13, 2021, 16,028 units on March 13, 2022 and 16,028 units on March 13, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - SCHLOSBERG HILTON H @ Monster Beverage Corp - 2020-04-06