Edgar Filing: SACKS RODNEY C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SACKS RODNEY C

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

(Last)

(First)

(Middle)

1 MONSTER WAY

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2018

(Street)

CORONA, CA 92879

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	05/08/2018		G⁽¹⁾	V	1,000,000	D	$ 0	73,476	D
Common Stock	09/05/2018		G	V	1,380	D	$ 0	72,096	D
Common Stock	09/27/2018		G⁽²⁾	V	268,060	A	$ 0	340,156	D
Common Stock	12/21/2018		G⁽¹⁾	V	300,000	D	$ 0	40,156	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1 ⁽³⁾
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2 ⁽³⁾
Common Stock								104,772	I	By Hilrod Holdings IV, L.P. ⁽³⁾
Common Stock								214,284	I	By Hilrod Holdings V, L.P. ⁽³⁾
Common Stock								323,700	I	By Hilrod Holdings VI, L.P. ⁽³⁾
Common Stock								120,216	I	By Hilrod Holdings VII, L.P. ⁽³⁾
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P. ⁽³⁾
Common Stock								453,444	I	By Hilrod Holdings IX, L.P. ⁽³⁾
Common Stock								249,918	I	By Hilrod Holdings X, L.P. ⁽³⁾
Common Stock								505,242	I	By Hilrod Holdings XI, L.P. ⁽³⁾
Common Stock								327,186	I	By Hilrod Holdings XII, L.P. ⁽³⁾
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P. ⁽³⁾
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P. ⁽³⁾
Common Stock								4,176	I	By Hilrod Holdings XV, L.P. ⁽³⁾
Common Stock								1,713,070 ⁽⁴⁾	I	By Hilrod Holdings XVI, L.P. ⁽³⁾
Common Stock	05/08/2018		G⁽⁵⁾	V	2,000,000	A	$ 0	2,000,000	I	By Hilrod Holdings XVII, L.P. ⁽³⁾
Common Stock	12/21/2018		G⁽⁵⁾	V	600,000	A	$ 0	600,000	I	By Hilrod Holdings XIX, L.P. ⁽³⁾
Common Stock								3,091,215	I	By HHS 2010 GRAT #3 ⁽³⁾
Common Stock								28,722	I	By HHS 2014 GRAT #2 ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 5.94

⁽⁶⁾

12/01/2019

Common Stock

⁽⁷⁾

16,830

Employee Stock Option (right to buy)

$ 5.94

⁽⁶⁾

12/01/2019

Common Stock

⁽⁷⁾

283,170

By Hilrod Holdings XVI, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 17.99

⁽⁶⁾

06/03/2023

Common Stock

⁽⁷⁾

11,118

Employee Stock Option (right to buy)

$ 17.99

⁽⁶⁾

06/03/2023

Common Stock

⁽⁷⁾

408,882

By Hilrod Holdings XVI, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 17.99

⁽⁶⁾

06/03/2023

Common Stock

⁽⁷⁾

210,000

By Hilrod Holdings XV, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 23.35

05/09/2018

G⁽⁸⁾

205,719

⁽⁶⁾

03/14/2024

Common Stock

205,719

$ 0

4,281

Employee Stock Option (right to buy)

$ 23.35

⁽⁶⁾

03/14/2024

Common Stock

⁽⁷⁾

420,000

By Hilrod Holdings XVI, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 23.35

⁽⁶⁾

03/14/2024

Common Stock

205,719

Hilrod Holdings XVIII, L.P, ⁽³⁾

Employee Stock Option (right to buy)

$ 45.16

05/09/2018

G⁽⁸⁾

156,186

⁽⁶⁾

03/13/2025

Common Stock

156,186

$ 0

2,214

Employee Stock Option (right to buy)

$ 45.16

⁽⁶⁾

03/13/2025

Common Stock

⁽⁷⁾

79,200

By Hilrod Holdings XVI, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 45.16

⁽⁶⁾

03/13/2025

Common Stock

156,186

By Hilrod Holdings XVIII, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 43.99

05/09/2018

G⁽⁸⁾

210,000

⁽⁹⁾

03/14/2026

Common Stock

210,000

$ 0

105,000

Employee Stock Option (right to buy)

$ 43.99

⁽⁶⁾

03/14/2026

Common Stock

210,000

By Hilrod Holdings XVIII, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 46.27

05/09/2018

G⁽⁸⁾

101,834

⁽¹⁰⁾

03/14/2027

Common Stock

101,834

$ 0

203,666

Employee Stock Option (right to buy)

$ 46.27

⁽⁶⁾

03/14/2027

Common Stock

101,834

By Hilrod Holdings XVIII, L.P. ⁽³⁾

Employee Stock Option (right to buy)

$ 58.73

⁽¹¹⁾

03/14/2028

Common Stock

⁽⁷⁾

264,000

Restricted Stock Units

⁽¹²⁾

⁽¹³⁾

⁽¹⁴⁾

Common Stock

⁽⁷⁾

39,000

Restricted Stock Units

⁽¹²⁾

⁽¹⁵⁾

⁽¹⁴⁾

Common Stock

⁽⁷⁾

77,400

Restricted Stock Units

⁽¹²⁾

⁽¹⁶⁾

⁽¹⁴⁾

Common Stock

⁽⁷⁾

102,200

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SACKS RODNEY C 1 MONSTER WAY CORONA, CA 92879	X		Chairman and CEO

Signatures

Paul J. Dechary, attorney-in-fact		12/31/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the assignment of shares from the reporting person to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P. are indirectly beneficially owned by the reporting person.
(2)	As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts to the reporting person, the total amount of shares directly owned has increased.
(3)	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 each of HHS 2010 GRAT #3 and HHS 2014 GRAT #2.
(4)	Reflects the distribution of shares as the proceeds of in-kind annuity payments from existing grantor retained annuity trusts. The shares received from the in-kind annuity payment are directly beneficially owned by the reporting person.
(5)	Reflects the assignment of shares from the reporting person and Hilton Schlosberg to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVII, L.P. and Hilrod Holdings XIX, L.P. are indirectly beneficially owned by the reporting person.
(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)	Reflects the assignment of options from the reporting person to Hilrod Holdings XVIII, L.P., of which the reporting person is one of the general partners. The options assigned to Hilrod Holdings XVIII, L.P. are indirectly beneficially owned by the reporting person.
(9)	The remaining options vest on March 14, 2019.
(10)	The remaining options vest in two equal installments on March 14, 2019 and 2020.
(11)	The options vest in three equal installments on March 14, 2019, 2020 and 2021.
(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 remaining restricted stock units vest on March 14, 2019.
(14)	Not applicable.
(15)	The restricted stock units vest in two equal installments on March 14, 2019 and 2020.
(16)	The restricted stock units vest in three equal installments on March 14, 2019, 2020 and 2021.

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