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)
03/13/2017

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	03/13/2017		M		38,100	A	⁽¹⁾	3,178,416⁽²⁾	D
Common Stock	03/14/2017		A		5,910⁽³⁾	A	$0	3,184,326	D
Common Stock	03/14/2017		M		39,000	A	⁽¹⁾	3,223,326	D
Common Stock								5,645,568⁽⁴⁾	I	By Brandon Limited Partnership No. 1⁽⁵⁾
Common Stock								29,386,944⁽⁶⁾	I	By Brandon Limited Partnership No. 2⁽⁵⁾
Common Stock								104,772⁽⁷⁾	I	By Hilrod Holdings IV, L.P.⁽⁵⁾
Common Stock								214,284⁽⁸⁾	I	By Hilrod Holdings V, L.P.⁽⁵⁾
Common Stock								323,700⁽⁹⁾	I	By Hilrod Holdings VI, L.P.⁽⁵⁾
Common Stock								120,216⁽¹⁰⁾	I	By Hilrod Holdings VII, L.P.⁽⁵⁾
Common Stock								568,584⁽¹¹⁾	I	By Hilrod Holdings VIII, L.P.⁽⁵⁾
Common Stock								453,444⁽¹²⁾	I	By Hilrod Holdings IX, L.P.⁽⁵⁾
Common Stock								249,918⁽¹³⁾	I	By Hilrod Holdings X, L.P.⁽⁵⁾
Common Stock								505,242⁽¹⁴⁾	I	By Hilrod Holdings XI, L.P.⁽⁵⁾
Common Stock								399,012⁽¹⁵⁾	I	By Hilrod Holdings XII, L.P.⁽⁵⁾
Common Stock								1,440,954⁽¹⁶⁾	I	By Hilrod Holdings XIII, L.P.⁽⁵⁾
Common Stock								925,878⁽¹⁷⁾	I	By Hilrod Holdings XIV, L.P.⁽⁵⁾
Common Stock								8,832⁽¹⁸⁾	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Common Stock								2,249,190⁽¹⁹⁾	I	By Hilrod Holding XVI, L.P.⁽⁵⁾
Common Stock								90,204⁽²⁰⁾	I	By RCS 2008 GRAT #2⁽⁵⁾
Common Stock								105,486⁽²¹⁾	I	By RCS Direct 2010 GRAT⁽⁵⁾
Common Stock								4,836⁽²²⁾	I	By RCS Direct 2010 GRAT #2⁽⁵⁾
Common Stock								80,598⁽²³⁾	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)	$5.29⁽²⁴⁾							⁽²⁵⁾	06/02/2018	Common Stock	⁽²⁶⁾		58,623⁽²⁴⁾	D
Employee Stock Option (right to buy)	$5.29⁽²⁷⁾							⁽²⁵⁾	06/02/2018	Common Stock	⁽²⁶⁾		186,228⁽²⁷⁾	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$5.94⁽²⁸⁾							⁽²⁵⁾	12/01/2019	Common Stock	⁽²⁶⁾		16,830⁽²⁸⁾	D
Employee Stock Option (right to buy)	$5.94⁽²⁹⁾							⁽²⁵⁾	12/01/2019	Common Stock	⁽²⁶⁾		283,170⁽²⁹⁾	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$17.99⁽³⁰⁾							⁽²⁵⁾	06/03/2023	Common Stock	⁽²⁶⁾		11,118⁽³⁰⁾	D
Employee Stock Option (right to buy)	$17.99⁽³¹⁾							⁽²⁵⁾	06/03/2023	Common Stock	⁽²⁶⁾		408,882⁽³¹⁾	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$17.99⁽³²⁾							⁽²⁵⁾	06/03/2023	Common Stock	⁽²⁶⁾		210,000⁽³²⁾	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35⁽³³⁾							⁽²⁵⁾	03/14/2024	Common Stock	⁽²⁶⁾		210,000⁽³³⁾	D
Employee Stock Option (right to buy)	$23.35⁽³⁴⁾							⁽²⁵⁾	03/14/2024	Common Stock	⁽²⁶⁾		420,000⁽³⁴⁾	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16⁽³⁵⁾							⁽³⁶⁾	03/13/2025	Common Stock	⁽²⁶⁾		158,400⁽³⁵⁾	D
Employee Stock Option (right to buy)	$45.16⁽³⁷⁾							⁽²⁵⁾	03/13/2025	Common Stock	⁽²⁶⁾		79,200⁽³⁷⁾	I	By Hilrod Holding XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99⁽³⁸⁾							⁽³⁹⁾	03/14/2026⁽⁴⁰⁾	Common Stock	⁽²⁶⁾		315,000⁽³⁸⁾	D
Employee Stock Option (right to buy)	$46.27	03/14/2017		A		305,500		⁽⁴¹⁾	03/14/2027	Common Stock	305,500	$0	305,500	D
Restricted Stock Units	⁽⁴²⁾	03/13/2017		M		38,100		⁽⁴³⁾	⁽⁴⁴⁾	Common Stock	38,100	$0	38,100⁽⁴⁵⁾	D
Restricted Stock Units	⁽⁴²⁾	03/14/2017		M		39,000		⁽⁴⁶⁾	⁽⁴⁴⁾	Common Stock	39,000	$0	78,000⁽⁴⁷⁾	D
Restricted Stock Units	⁽⁴²⁾	03/14/2017		A		116,100		⁽⁴⁸⁾	⁽⁴⁴⁾	Common Stock	116,100	$0	116,100	D

Explanation of Responses:

1. 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.

2. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 2,093,544 additional shares of common stock.

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

4. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 3,763,712 additional 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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of RCS 2008 GRAT #2, RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2 and RCS Direct 2011 GRAT.

6. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 19,591,296 additional shares of common stock.

7. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 69,848 additional shares of common stock.

8. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 142,856 additional shares of common stock.

9. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 215,800 additional shares of common stock.

10. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 80,144 additional shares of common stock.

11. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 379,056 additional shares of common stock.

12. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 302,296 additional shares of common stock.

13. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 166,612 additional shares of common stock.

14. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 336,828 additional shares of common stock.

15. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 266,008 additional shares of common stock.

16. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 960,636 additional shares of common stock.

17. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 617,252 additional shares of common stock.

18. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 5,888 additional shares of common stock.

19. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 1,499,460 additional shares of common stock.

20. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 60,136 additional shares of common stock.

21. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 70,324 additional shares of common stock.

22. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 3,224 additional shares of common stock.

23. On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 53,732 additional shares of common stock.

24. This employee stock option was previously reported as covering 19,541 shares of common stock at an exercise price of $15.86 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

25. The options are currently vested.

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

27. This employee stock option was previously reported as covering 62,076 shares of common stock at an exercise price of $15.86 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

28. This employee stock option was previously reported as covering 5,610 shares of common stock at an exercise price of $17.82 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

29. This employee stock option was previously reported as covering 94,390 shares of common stock at an exercise price of $17.82 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

30. This employee stock option was previously reported as covering 3,706 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

31. This employee stock option was previously reported as covering 136,294 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

32. This employee stock option was previously reported as covering 70,000 shares of common stock at an exercise price of $53.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

33. This employee stock option was previously reported as covering 70,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

34. This employee stock option was previously reported as covering 140,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

35. This employee stock option was previously reported as covering 52,800 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

36. The options are currently vested with respect to 79,200 shares. The remaining options vest on March 14, 2018.

37. This employee stock option was previously reported as covering 26,400 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

38. This employee stock option was previously reported as covering 105,000 shares of common stock at an exercise price of $131.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.

39. 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.

40. This option expires on March 14, 2026. Previous disclosures included a clerical error reporting an expiration date of March 24, 2026 for this option.

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

42. 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.

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

44. Not applicable.

45. These restricted stock units were previously reported as covering 25,400 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.

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

47. These restricted stock units were previously reported as covering 39,000 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.

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

	Paul J. Dechary, attorney-in-fact	03/15/2017
	** Signature of Reporting Person	Date
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