SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHLOSBERG HILTON H

(Last)

(First)

(Middle)

1 MONSTER WAY

(Street)

CORONA

92879

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/08/2018		G⁽¹⁾	V	1,000,000	D	$0	89,858	D
Common Stock	09/27/2018		G⁽²⁾	V	268,060	A	$0	357,918	D
Common Stock	11/14/2018		G	V	535	D	$0	357,383	D
Common Stock	12/21/2018		G⁽¹⁾	V	300,000	D	$0	57,383	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1⁽³⁾
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2⁽³⁾
Common Stock								104,772	I	By Hilrod Holdings IV, L.P.⁽³⁾
Common Stock								214,284	I	By Hilrod Holdings V, L.P.⁽³⁾
Common Stock								323,700	I	By Hilrod Holdings VI, L.P.⁽³⁾
Common Stock								120,216	I	By Hilrod Holdings VII, L.P.⁽³⁾
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P.⁽³⁾
Common Stock								453,444	I	By Hilrod Holdings IX, L.P.⁽³⁾
Common Stock								249,918	I	By Hilrod Holdings X, L.P.⁽³⁾
Common Stock								505,242	I	By Hilrod Holdings XI, L.P.⁽³⁾
Common Stock								327,186	I	By Hilrod Holdings XII, L.P.⁽³⁾
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P.⁽³⁾
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P.⁽³⁾
Common Stock								4,176	I	By Hilrod Holdings XV, L.P.⁽³⁾
Common Stock								1,713,070⁽⁴⁾	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Common Stock	05/08/2018		G⁽⁵⁾	V	2,000,000	A	$0	2,000,000	I	By Hilrod Holdings XVII, L.P.⁽³⁾
Common Stock	12/21/2018		G⁽⁵⁾	V	600,000	A	$0	600,000	I	By Hilrod Holdings XIX, L.P.⁽³⁾
Common Stock								90,204	I	By RCS 2008 GRAT #2⁽³⁾
Common Stock								231,363	I	By RCS 2009 GRAT #2⁽³⁾
Common Stock								105,486	I	By RCS Direct 2010 GRAT⁽³⁾
Common Stock								4,836	I	By RCS Direct 2010 GRAT #2⁽³⁾
Common Stock								1,639,842	I	By RCS 2010 GRAT #3⁽³⁾
Common Stock								80,598	I	By RCS Direct 2011 GRAT⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.94							⁽⁶⁾	12/01/2019	Common Stock	⁽⁷⁾		16,830	D
Employee Stock Option (right to buy)	$5.94							⁽⁶⁾	12/01/2019	Common Stock	⁽⁷⁾		283,170	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		11,118	D
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		408,882	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		210,000	I	By Hilrod Holdings XV, L.P.⁽³⁾
Employee Stock Option (right to buy)	$23.35	05/09/2018		G⁽⁸⁾	V		205,719	⁽⁶⁾	03/14/2024	Common Stock	205,719	$0	4,281	D
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		420,000	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	205,719		205,719	I	By Hildrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$45.16	05/09/2018		G⁽⁸⁾	V		156,186	⁽⁶⁾	03/13/2025	Common Stock	156,186	$0	2,214	D
Employee Stock Option (right to buy)	$45.16							⁽⁶⁾	03/13/2025	Common Stock	⁽⁷⁾		79,200	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$45.16							⁽⁶⁾	03/13/2015	Common Stock	156,186		156,186	I	By Hilrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$43.99	05/09/2018		G⁽⁸⁾	V		210,000	⁽⁹⁾	03/14/2026	Common Stock	210,000	$0	105,000	D
Employee Stock Option (right to buy)	$43.99							⁽⁶⁾	03/14/2026	Common Stock	210,000		210,000	I	By Hilrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$46.27	05/09/2018		G⁽⁸⁾	V		101,834	⁽¹⁰⁾	03/14/2027	Common Stock	101,834	$0	203,666	D
Employee Stock Option (right to buy)	$46.27							⁽⁶⁾	03/14/2027	Common Stock	101,834		101,834	I	By Hildrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$58.73							⁽¹¹⁾	03/14/2028	Common Stock	⁽⁷⁾		264,000	D
Restricted Stock Units	⁽¹²⁾							⁽¹³⁾	⁽¹⁴⁾	Common Stock	⁽⁷⁾		39,000	D
Restricted Stock Units	⁽¹²⁾							⁽¹⁵⁾	⁽¹⁴⁾	Common Stock	⁽⁷⁾		77,400	D
Restricted Stock Units	⁽¹²⁾							⁽¹⁶⁾	⁽¹⁴⁾	Common Stock	⁽⁷⁾		102,200	D

Explanation of Responses:

1. Reflects the assignment of shares from the reporting person to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P. are indirectly beneficially owned by the reporting person.

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 in-kind annuity payments from existing grantor retained annuity trusts to the reporting person, the total amount of shares directly owned has increased.

3. 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. and Hilrod Holdings XIX, 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.

4. Reflects the distribution of shares as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts. The shares received from the in-kind annuity payment are directly beneficially owned by the reporting person.

5. Reflects the assignment of shares from the reporting person and Hilton Schlosberg to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P. are indirectly beneficially owned by the reporting person..

6. The options are currently vested.

7. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

8. Reflects the assignment of options from the reporting person to Hilrod Holdings XVIII, L.P., of which the reporting person is one of the general partners. The options assigned to Hilrod Holdings XVIII, L.P. are indirectly beneficially owned by the reporting person.

9. The remaining options vest on March 14, 2019.

10. The remaining options vest in two equal installments on March 14, 2019 and 2020.

11. The options vest in three equal installments on March 14, 2019, 2020 and 2021.

12. 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.

13. The remaining restricted stock units vest on March 14, 2019.

14. Not applicable.

15. The restricted stock units vest in two equal installments on March 14, 2019 and 2020.

16. The restricted stock units vest in three equal installments on March 14, 2019, 2020 and 2021.

	Paul J. Dechary, attorney-in-fact	12/31/2018
	** Signature of Reporting Person	Date
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.