SEC Form 4 · accession 0001140361-15-024164

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

Jun 12, 2015

Accepted (ET)

Jun 12, 2015 · 5:38 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	May 7, 2015	G	83,113	$0.00	A	954,662	D
Common Stock^F1,F2	Jun 12, 2015	D	954,662	—	D	0	D
Common Stock^F1,F2,F4	Jun 12, 2015	D	1,881,856	—	D	0	I	By Brandon Limited Partnership No. 1
Common Stock^F1,F2,F4	Jun 12, 2015	D	9,815,648	—	D	0	I	By Brandon Limited Partnership No. 2
Common Stock^F1,F2,F4	Jun 12, 2015	D	34,924	—	D	0	I	By Hilrod Holdings IV, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	71,428	—	D	0	I	By Hilrod Holdings V, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	107,900	—	D	0	I	By Hilrod Holdings VI, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	40,072	—	D	0	I	By Hilrod Holdings VII, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	189,528	—	D	0	I	By Hilrod Holdings VIII, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	151,148	—	D	0	I	By Hilrod Holdings IX, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	83,306	—	D	0	I	By Hilrod Holdings X, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	168,414	—	D	0	I	By Hilrod Holdings XI, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	153,534	—	D	0	I	By Hilrod Holdings XII, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	727,354	—	D	0	I	By Hilrod Holdings XIII, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	2,000,000	—	D	0	I	By Hilrod Holdings XIV, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	287,736	—	D	0	I	By Hilrod Holdings XV, L.P.
Common Stock^F1,F2,F4	Jun 12, 2015	D	30,068	—	D	0	I	By RCS 2008 GRAT #2
Common Stock^F1,F2,F4	Jun 12, 2015	D	68,438	—	D	0	I	By RCS Direct 2011 GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F1,F2,F5	$8.435	Jun 12, 2015	D	960,000	D	—	Nov 11, 2015	Common Stock	960,000	D
Employee Stock Option (right to buy)^F1,F2,F5	$15.86	Jun 12, 2015	D	18,912	D	—	Jun 2, 2018	Common Stock	18,912	D
Employee Stock Option (right to buy)^F1,F2,F5	$17.82	Jun 12, 2015	D	100,000	D	—	Dec 1, 2019	Common Stock	100,000	D
Employee Stock Option (right to buy)^F1,F2,F6	$53.96	Jun 12, 2015	D	140,000	D	—	Jun 3, 2023	Common Stock	140,000	D
Employee Stock Option (right to buy)^F1,F2,F4,F5	$53.96	Jun 12, 2015	D	70,000	D	—	Jun 3, 2023	Common Stock	70,000	I
Employee Stock Option (right to buy)^F1,F2,F7	$70.06	Jun 12, 2015	D	210,000	D	—	Mar 14, 2024	Common Stock	210,000	D
Employee Stock Option (right to buy)^F1,F2,F8	$135.48	Jun 12, 2015	D	79,200	D	—	Mar 13, 2025	Common Stock	79,200	D
Restricted Stock Units^{F1,F2,F9,F10,F11}	—	Jun 12, 2015	D	38,100	D	—	—	Common Stock	38,100	D

Explanation of responses

F1On June 12, 2015, Monster Beverage Corporation completed a holding company reorganization in which Monster Beverage Corporation ("Old Monster") merged with and into a wholly-owned subsidiary of New Laser Corporation (which has been renamed Monster Beverage Corporation) ("New Monster") with Old Monster continuing as the surviving corporation and as a wholly-owned subsidiary of New Monster (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding common share of Old Monster was disposed of in exchange for one common share of New Monster, and all Old Monster restricted stock units and stock options were disposed of in exchange for an equal number of New Monster restricted stock units and stock options, respectively.
F10The restricted stock units vest in three equal installments on March 13, 2016, 2017 and 2018.
F11Not applicable.
F2In connection with the transactions consummated on June 12, 2015, immediately after the effective time of the Holding Company Reorganization, New Monster issued to The Coca-Cola Company newly issued common shares of New Monster representing approximately 16.7% of the total number of outstanding New Monster common shares (giving effect to such issuance).
F3Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained 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.
F5The options are currently vested.
F6The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.
F7The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.
F8The options vest in three equal installments on March 13, 2016, 2017 and 2018.
F9The 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.