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^*

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)
12/21/2017

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	12/21/2017		S⁽¹⁾		22,252	D	$64.01⁽²⁾	984,287	D
Common Stock	12/22/2017		S⁽¹⁾		12,347	D	$63.78⁽³⁾	971,940	D
Common Stock	12/26/2017		S⁽¹⁾		7,950	D	$63.88⁽⁴⁾	963,990	D
Common Stock	12/21/2017		S⁽¹⁾		77,036	D	$64.01⁽²⁾	2,368,566	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Common Stock	12/22/2017		S⁽¹⁾		42,746	D	$63.78⁽³⁾	2,325,820	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Common Stock	12/26/2017		S⁽¹⁾		27,530	D	$63.88⁽⁴⁾	2,298,290	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
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								3,091,215	I	By HHS 2010 GRAT #3⁽⁵⁾
Common Stock								28,722	I	By HHS 2014 GRAT #2⁽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)	$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.⁽⁵⁾
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.⁽⁵⁾
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		210,000	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		210,000	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.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16							⁽⁸⁾	03/13/2025	Common Stock	⁽⁷⁾		158,400	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.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99							⁽⁹⁾	03/14/2026	Common Stock	⁽⁷⁾		315,000	D
Employee Stock Option (right to buy)	$46.27							⁽¹⁰⁾	03/14/2027	Common Stock	⁽⁷⁾		305,500	D
Restricted Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹³⁾	Common Stock	⁽⁷⁾		38,100	D
Restricted Stock Units	⁽¹¹⁾							⁽¹⁴⁾	⁽¹³⁾	Common Stock	⁽⁷⁾		78,000	D
Restricted Stock Units	⁽¹¹⁾							⁽¹⁵⁾	⁽¹³⁾	Common Stock	⁽⁷⁾		116,100	D

Explanation of Responses:

1. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 14, 2017.

2. This transaction was executed in multiple trades at prices ranging from $63.57 to $64.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $63.52 to $64.05. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $63.27 to $64.09. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer of a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of each of HHS 2010 GRAT #3 and HHS 2014 GRAT #2.

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. The options are currently vested with respect to 79,200 shares. The remaining options vest on March 13, 2018.

9. The options are currently vested with respect to 105,000 shares. The remaining options vest in two equal installments on March 14, 2018 and 2019.

10. The options vest in three equal installments on March 14, 2018, 2019 and 2020.

11. 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.

12. The remaining restricted stock units vest on March 13, 2018.

13. Not applicable.

14. The remaining restricted stock units vest in two equal installments on March 14, 2018 and 2019.

15. The restricted stock units vest in three equal installments on March 14, 2018, 2019 and 2020.

	Paul J. Dechary, attorney-in-fact	12/26/2017
	** 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).
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