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^*

SACKS RODNEY C

(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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016

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	10/03/2016		G	V	569	D	$0	921,479	D
Common Stock	10/13/2016		G⁽¹⁾	V	374,865	D	$0	546,614	D
Common Stock								1,881,856	I	By Brandon Limited Partnership No. 1⁽²⁾
Common Stock								9,795,648	I	By Brandon Limited Partnership No. 2⁽²⁾
Common Stock								34,924	I	By Hilrod Holdings IV, L.P.⁽²⁾
Common Stock								71,428	I	By Hilrod Holdings V, L.P.⁽²⁾
Common Stock								107,900	I	By Hilrod Holdings VI, L.P.⁽²⁾
Common Stock								40,072	I	By Hilrod Holdings VII, L.P.⁽²⁾
Common Stock								189,528	I	By Hilrod Holdings VIII, L.P.⁽²⁾
Common Stock								151,148	I	By Hilrod Holdings IX, L.P.⁽²⁾
Common Stock								83,306	I	By Hilrod Holdings X, L.P.⁽²⁾
Common Stock								168,414	I	By Hilrod Holdings XI, L.P.⁽²⁾
Common Stock								133,004	I	By Hilrod Holdings XII, L.P.⁽²⁾
Common Stock								480,318⁽³⁾	I	By Hilrod Holdings XIII, L.P.⁽²⁾
Common Stock								308,626	I	By Hilrod Holdings XIV, L.P.⁽²⁾
Common Stock								2,944	I	By Hilrod Holdings XV, L.P.⁽²⁾
Common Stock	10/13/2016		G⁽⁴⁾	V	749,730	A	$0	749,730	I	By Hilrod Holding XVI, L.P.⁽²⁾
Common Stock								77,121	I	By RCS 2009 GRAT #2⁽²⁾
Common Stock								0⁽⁵⁾	I	By RCS Direct 2010 GRAT
Common Stock								0⁽⁶⁾	I	By RCS Direct 2010 GRAT #2
Common Stock								9,574	I	By HHS 2014 GRAT #2⁽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 (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)	$15.86	10/04/2016		G⁽⁷⁾	V		62,076	⁽⁸⁾	06/02/2018	Common Stock	62,076	$0	19,541	D
Employee Stock Option (right to buy)	$15.86							⁽⁸⁾	06/02/2018	Common Stock	62,076		62,076	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$17.82	10/04/2016		G⁽⁷⁾	V		94,390	⁽⁸⁾	12/01/2019	Common Stock	94,390	$0	5,610	D
Employee Stock Option (right to buy)	$17.82							⁽⁸⁾	12/01/2019	Common Stock	94,390		94,390	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$53.96	10/04/2016		G⁽⁷⁾	V		136,294	⁽⁸⁾	06/03/2023	Common Stock	136,294	$0	3,706	D
Employee Stock Option (right to buy)	$53.96							⁽⁸⁾	06/03/2023	Common Stock	136,294		136,294	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$53.96							⁽⁸⁾	06/03/2023	Common Stock	⁽⁹⁾		70,000	I	By Hilrod Holdings XV, L.P.⁽²⁾
Employee Stock Option (right to buy)	$70.06	10/04/2016		G⁽⁷⁾	V		140,000	⁽¹⁰⁾	03/14/2024	Common Stock	140,000	$0	70,000	D
Employee Stock Option (right to buy)	$70.06							⁽⁸⁾	03/14/2024	Common Stock	140,000		140,000	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$135.48	10/04/2016		G⁽⁷⁾	V		26,400	⁽¹¹⁾	03/13/2025	Common Stock	26,400	$0	52,800	D
Employee Stock Option (right to buy)	$135.48							⁽⁸⁾	03/13/2025	Common Stock	26,400		26,400	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$131.96							⁽¹²⁾	03/14/2026	Common Stock	⁽⁹⁾		105,000	D
Restricted Stock Units	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁵⁾	Common Stock	⁽⁹⁾		25,400	D
Restricted Stock Units	⁽¹³⁾							⁽¹⁶⁾	⁽¹⁵⁾	Common Stock	⁽⁹⁾		39,000	D

Explanation of Responses:

1. Reflects the assignment of shares from the reporting person to Hilrod Holdings XVI, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVI, 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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2 and HHS 2014 GRAT #2.

3. Excludes 9,574 shares previously reported as indirectly beneficially owned by the reporting person through Hilrod Holdings XIII, L.P, which were distributed to HHS 2014 GRAT #2 on September 6, 2016.

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

5. Reporting person previously reported indirect beneficial ownership of 35,162 shares. Reporting person has resigned as trustee for RCS Direct 2010 GRAT.

6. Reporting person previously reported indirect beneficial ownership 1,612 shares. Reporting person has resigned as trustee for RCS Direct 2010 GRAT #2.

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

8. The options are currently vested.

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

10. The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.

11. The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.

12. The options vest in three equal installments on March 14, 2017, 2018 and 2019.

13. 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.

14. The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.

15. Not applicable.

16. The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.

	Paul J. Dechary, attorney-in-fact	10/14/2016
	** 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.