SEC Form 4 · accession 0001140361-15-016167

Monster Beverage Corp · MNST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Hilton H Schlosberg

Officer — Vice Chairman and President · Director

Period of report

Apr 15, 2015

Accepted (ET)

Apr 22, 2015 · 9:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000865752

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Apr 15, 2015	G	42,146	$0.00	D	829,403	D
Common Stock	Apr 17, 2015	G	42,146	$0.00	A	871,549	D
Common Stock^F6	Apr 20, 2015	S	53,487	$140.263	D	337,726	I	By Hilrod Holdings IX, L.P.
Common Stock^F7	Apr 21, 2015	S	83,400	$140.261	D	254,326	I	By Hilrod Holdings IX, L.P.
Common Stock^F8	Apr 21, 2015	S	3,200	$141.198	D	251,126	I	By Hilrod Holdings IX, L.P.
Common Stock^F9	Apr 22, 2015	S	23,102	$140.033	D	228,024	I	By Hilrod Holdings IX, L.P.
Common Stock^F4	holding	—	—		—	1,881,856	I	By Brandon Limited Partnership No. 1
Common Stock^F4	holding	—	—		—	9,815,648	I	By Brandon Limited Partnership No. 2
Common Stock^F4	holding	—	—		—	34,924	I	By Hilrod Holdings IV, L.P.
Common Stock^F4	holding	—	—		—	71,428	I	By Hilrod Holdings V, L.P.
Common Stock^F4	holding	—	—		—	107,900	I	By Hilrod Holdings VI, L.P.
Common Stock^F4	holding	—	—		—	40,072	I	By Hilrod Holdings VII, L.P.
Common Stock^F4	holding	—	—		—	189,528	I	By Hilrod Holdings VIII, L.P.
Common Stock^F4	holding	—	—		—	83,306	I	By Hilrod Holdings X, L.P.
Common Stock^F4	holding	—	—		—	168,414	I	By Hilrod Holdings XI, L.P.
Common Stock^F4,F10	holding	—	—		—	153,534	I	By Hilrod Holdings XII, L.P.
Common Stock^F4,F10	holding	—	—		—	727,354	I	By Hilrod Holdings XIII, L.P.
Common Stock^F4	holding	—	—		—	2,000,000	I	By Hilrod Holdings XIV, L.P.
Common Stock^F4	holding	—	—		—	287,736	I	By Hilrod Holdings XV, L.P.
Common Stock^F4	holding	—	—		—	30,068	I	By RCS 2008 GRAT #2
Common Stock^F4	holding	—	—		—	68,438	I	By RCS Direct 2011 GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F11	$8.435	holding	—	—	—	—	Nov 11, 2015	Common Stock	1,200,000	960,000	D
Employee Stock Option (right to buy)^F11	$15.86	holding	—	—	—	—	Jun 2, 2018	Common Stock	800,000	18,912	D
Employee Stock Option (right to buy)^F11	$17.82	holding	—	—	—	—	Dec 1, 2019	Common Stock	500,000	100,000	D
Employee Stock Option (right to buy)^F12	$53.96	holding	—	—	—	—	Jun 3, 2023	Common Stock	140,000	140,000	D
Employee Stock Option (right to buy)^F4,F11	$53.96	holding	—	—	—	—	Jun 3, 2023	Common Stock	70,000	70,000	I
Employee Stock Option (right to buy)^F13	$70.06	holding	—	—	—	—	Mar 14, 2024	Common Stock	210,000	210,000	D
Employee Stock Option (right to buy)^F14	$135.48	holding	—	—	—	—	Mar 13, 2025	Common Stock	79,200	79,200	D
Restricted Stock Units^F15,F16,F17	—	holding	—	—	—	—	—	Common Stock	38,100	38,100	D

Explanation of responses

F1Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee.
F10Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts and the transfer of shares directly to the reporting person. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by the reporting person.
F11The options are currently vested.
F12The remaining options vest in two equal installments on June 3, 2015 and 2016.
F13The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.
F14The options vest in three equal installments on March 13, 2016, 2017 and 2018.
F15The 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.
F16The restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.
F17Not applicable.
F2As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by the reporting person, as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust to the reporting person and a transfer of shares directly to the reporting person, the total amount of shares directly owned increased prior to this transaction.
F3Represents shares transferred to the reporting person as the proceeds of in-kind annuity payments from an existing grantor retained annuity trust with an independent trustee.
F4The 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. The reporting person is the co-trustee of RCS 2008 GRAT #2 and the trustee of RCS Direct 2011 GRAT.
F5Sale of shares pursuant to a Rule 10b5-1 trading plan adopted March 13, 2015.
F6This transaction was executed in multiple trades at prices ranging from $140.00 to $140.81. 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.
F7This transaction was executed in multiple trades at prices ranging from $140.00 to $140.995. 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.
F8This transaction was executed in multiple trades at prices ranging from $141.04 to $141.32. 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.
F9This transaction was executed in multiple trades at prices ranging from $140.00 to $140.12. 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.