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

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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)
07/09/2019

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	07/09/2019		G	V	455	D	$0	730,920	D
Common Stock	01/17/2020		G	V	165	D	$0	730,755	D
Common Stock	01/29/2020		G	V	1,239	D	$0	729,516	D
Common Stock	02/18/2020		G⁽¹⁾	V	394,162	A	$0	1,123,678	D
Common Stock	03/13/2020		A		8,140⁽²⁾	A	$0	1,131,818	D
Common Stock	03/16/2020		M		106,300⁽³⁾	A	⁽⁴⁾	1,238,118	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1⁽⁵⁾
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2⁽⁵⁾
Common Stock								104,772	I	By Hilrod Holdings IV, L.P.⁽⁵⁾
Common Stock								214,284	I	By Hilrod Holdings V, L.P.⁽⁵⁾
Common Stock								323,700	I	By Hilrod Holdings VI, L.P.⁽⁵⁾
Common Stock								120,216	I	By Hilrod Holdings VII, L.P.⁽⁵⁾
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P.⁽⁵⁾
Common Stock								453,444	I	By Hilrod Holdings IX, L.P.⁽⁵⁾
Common Stock								249,918	I	By Hilrod Holdings X, L.P.⁽⁵⁾
Common Stock								505,242	I	By Hilrod Holdings XI, L.P.⁽⁵⁾
Common Stock								327,186	I	By Hilrod Holdings XII, L.P.⁽⁵⁾
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P.⁽⁵⁾
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P.⁽⁵⁾
Common Stock								4,176	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Common Stock								462,826⁽⁶⁾	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Common Stock								1,678,336	I	By Hilrod Holdings XVII, L.P.⁽⁵⁾
Common Stock								506,566	I	By Hilrod Holdings XIX, L.P.⁽⁵⁾
Common Stock								90,204	I	By RCS 2008 GRAT #2⁽⁵⁾
Common Stock								231,363	I	By RCS 2009 GRAT #2⁽⁵⁾
Common Stock								105,486	I	By RCS Direct 2010 GRAT⁽⁵⁾
Common Stock								4,836	I	By RCS Direct 2010 GRAT #2⁽⁵⁾
Common Stock								1,639,842	I	By RCS 2010 GRAT #3⁽⁵⁾
Common Stock								80,598	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 (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)	$17.99							⁽⁷⁾	06/03/2023	Common Stock	⁽⁸⁾		11,118	D
Employee Stock Option (right to buy)	$17.99							⁽⁷⁾	06/03/2023	Common Stock	⁽⁸⁾		408,882	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$17.99							⁽⁷⁾	06/03/2023	Common Stock	⁽⁸⁾		210,000	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁷⁾	03/14/2024	Common Stock	⁽⁸⁾		4,281	D
Employee Stock Option (right to buy)	$23.35							⁽⁷⁾	03/14/2024	Common Stock	⁽⁸⁾		420,000	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁷⁾	03/14/2024	Common Stock	⁽⁸⁾		205,719	I	By Hildrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16							⁽⁷⁾	03/13/2025	Common Stock	⁽⁸⁾		2,214	D
Employee Stock Option (right to buy)	$45.16							⁽⁷⁾	03/13/2025	Common Stock	⁽⁸⁾		79,200	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16							⁽⁷⁾	03/13/2025	Common Stock	⁽⁸⁾		156,186	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99							⁽⁷⁾	03/14/2026	Common Stock	⁽⁸⁾		217,743	D
Employee Stock Option (right to buy)	$43.99							⁽⁷⁾	03/14/2026	Common Stock	⁽⁸⁾		97,257	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		203,666	D
Employee Stock Option (right to buy)	$46.27							⁽⁷⁾	03/14/2027	Common Stock	⁽⁸⁾		101,834	I	By Hildrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$58.73							⁽⁹⁾	03/14/2028	Common Stock	⁽⁸⁾		264,000	D
Employee Stock Option (right to buy)	$59.67							⁽¹⁰⁾	03/14/2029	Common Stock	⁽⁸⁾		291,600	D
Employee Stock Option (right to buy)	$62.39	03/13/2020		A		191,400		⁽¹¹⁾	03/13/2030	Common Stock	191,400	$0	191,400	D
Restricted Stock Units	⁽¹²⁾	03/16/2020		M			38,700	⁽¹³⁾	⁽¹⁴⁾	Common Stock	38,700	$0	0	D
Restricted Stock Units	⁽¹²⁾	03/16/2020		M			34,067	⁽¹⁵⁾	⁽¹⁴⁾	Common Stock	34,067	$0	34,067	D
Restricted Stock Units	⁽¹²⁾	03/16/2020		M			33,533	⁽¹⁶⁾	⁽¹⁴⁾	Common Stock	33,533	$0	67,067	D
Restricted Stock Units	⁽¹²⁾	03/13/2020		A		57,700		⁽¹⁷⁾	⁽¹⁴⁾	Common Stock	57,700	$0	57,700	D

Explanation of Responses:

1. As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person and a transfer of shares directly to the reporting person, the total amount of shares directly owned has increased.

2. The common stock award was granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan. The award is immediately vested.

3. Sum of all restricted stock units vested on March 16, 2020.

4. 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.

5. 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. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust and the transfer of shares directly to the reporting person as one of the general partners of Hilrod Holdings XVI, L.P., without consideration. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.

7. The options are currently vested.

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

9. The options are currently vested with respect to 176,000 shares. The remaining options vest on March 14, 2021.

10. The options are currently vested with respect to 97,200 shares. The remaining options vest in two equal installments on March 14, 2021 and 2022.

11. 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.

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 restricted stock units are fully vested.

14. Not applicable.

15. The remaining restricted stock units vest on March 14, 2021.

16. The restricted stock units vest in two equal installments as follows: 33,533 units on March 14, 2021 and 33,534 units on March 14, 2022.

17. 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.

	Paul J. Dechary, attorney-in-fact	03/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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