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^*

Carling Guy

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of EMEA

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2023

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	05/09/2023		M		30,000	A	$29.37	65,264⁽¹⁾	D
Common Stock	05/09/2023		M		12,500	A	$29.84	77,764	D
Common Stock	05/09/2023		M		8,000	A	$31.2	85,764	D
Common Stock	05/09/2023		M		5,000	A	$44.47	90,764	D
Common Stock	05/09/2023		M		4,600	A	$36.62	95,364	D
Common Stock	05/09/2023		S		80,591	D	$58.74⁽²⁾	14,773	D

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)	$29.37⁽³⁾	05/09/2023		M			30,000⁽³⁾	⁽⁴⁾	03/14/2028	Common Stock	30,000⁽³⁾	$0	0	D
Employee Stock Option (right to buy)	$25.75⁽³⁾							⁽⁵⁾	06/01/2028	Common Stock	⁽⁶⁾		16,666	D
Employee Stock Option (right to buy)	$29.84⁽³⁾	05/09/2023		M			12,500⁽³⁾	⁽⁷⁾	03/14/2029	Common Stock	12,500⁽³⁾	$0	15,000	D
Employee Stock Option (right to buy)	$31.2⁽³⁾	05/09/2023		M			8,000⁽³⁾	⁽⁸⁾	03/13/2030	Common Stock	8,000⁽³⁾	$0	22,000	D
Employee Stock Option (right to buy)	$44.47⁽³⁾	05/09/2023		M			5,000⁽³⁾	⁽⁹⁾	03/12/2031	Common Stock	5,000⁽³⁾	$0	15,000	D
Employee Stock Option (right to buy)	$36.62⁽³⁾	05/09/2023		M			4,600⁽³⁾	⁽¹⁰⁾	03/14/2032	Common Stock	4,600⁽³⁾	$0	41,400	D
Employee Stock Option (right to buy)	$50.82⁽³⁾							⁽¹¹⁾	03/14/2033	Common Stock	⁽⁶⁾		20,000⁽³⁾	D
Employee Stock Option (right to buy)	$50.82⁽³⁾							⁽¹²⁾	03/14/2033	Common Stock	⁽⁶⁾		20,000⁽³⁾	D
Restricted Stock Units	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		6,000⁽¹⁶⁾	D
Restricted Stock Units	⁽¹³⁾							⁽¹⁷⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		5,100⁽¹⁶⁾	D
Restricted Stock Units	⁽¹³⁾							⁽¹⁸⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		7,700⁽¹⁶⁾	D
Restricted Stock Units	⁽¹⁹⁾							⁽²⁰⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		4,200⁽¹⁶⁾	D
Restricted Stock Units	⁽¹⁹⁾							⁽²¹⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		12,240⁽¹⁶⁾	D
Restricted Stock Units	⁽¹⁹⁾							⁽²²⁾	⁽¹⁵⁾	Common Stock	⁽⁶⁾		6,800⁽¹⁶⁾	D

Explanation of Responses:

1. On March 27, 2023, the common stock of the Company split 2-for-1 (the "Stock Split"). As a result, the reporting person received one additional share for every one share of common stock held prior to the Stock Split.

2. This transaction was executed in multiple trades at prices ranging from $58.50 to $59.29. 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 or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. Due to the Stock Split, the number of shares allowed to be purchased by the reporting person were doubled and the exercise price per share was reduced by one-half.

4. The options are currently vested.

5. The remaining options vest on June 1, 2023

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

7. The options are currently vested with respect to 12,500 shares. The remaining options vest on March 14, 2024.

8. The options are currently vested with respect to 8,000 shares. The remaining options vest in two installments as follows: 10,000 shares on March 13, 2024 and 12,000 shares on March 13, 2025.

9. The options are currently vested with respect to 5,000 shares. The remaining options vest in three installments as follows: 4,000 shares on March 12, 2024; 5,000 shares on March 12, 2025 and 6,000 shares on March 12, 2026.

10. The options are currently vested with respect to 4,600 shares. The remaining options vest in four installments as follows: 6,900 shares on March 14, 2024; 9,200 shares on March 14, 2025; 11,500 shares on March 14, 2026 and 13,800 shares on March 14, 2027.

11. The options vest in five installments as follows: 2,000 shares on March 14, 2024; 3,000 shares on March 14, 2025; 4,000 shares on March 14, 2026; 5,000 shares on March 14, 2027 and 6,000 shares on March 14, 2028.

12. The options vest in three installments as follows: 6,666 shares on March 14, 2024; 6,666 shares on March 14, 2025 and 6,668 on March 14, 2026.

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 on June 1, 2023.

15. Not applicable.

16. Due to the Stock Split, the number of shares of common stock to be settled by the Company and delivered to the reporting person under the Company's equity incentive compensation plans or agreements governing restricted stock units (or the cash equivalent of such shares) were doubled.

17. The remaining restricted stock units vest on March 14, 2024.

18. The remaining restricted stock units vest in two installments as follows: 3,500 units on March 13, 2024 and 4,200 units on March 13, 2025.

19. The restricted stock units were granted under the Monster Beverage Corporation 2020 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.

20. The remaining restricted stock units vest in three installments as follows: 1,120 units on March 12, 2024; 1,400 units on March 12, 2025 and 1,680 units on March 12, 2026.

21. The remaining restricted stock units vest in four installments as follows: 2,040 units on March 14, 2024; 2,720 units on March 14, 2025; 3,400 units on March 14, 2026 and 4,080 units on March 14, 2027.

22. The restricted stock units vest in five installments as follows: 680 units on March 14, 2024; 1,020 units on March 14, 2025; 1,360 units on March 14, 2026; 1,700 units on March 14, 2027 and 2,040 units on March 14, 2028.

	Paul J. Dechary, attorney-in-fact	05/11/2023
	** 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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