SEC Form 4 · accession 0001140361-15-024237
Monster Beverage Corp · MNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rodney C Sacks
Officer — Chairman and CEO · Director
Period of report
Jun 12, 2015
Accepted (ET)
Jun 15, 2015 · 1:30 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 StockF1,F2 | Jun 12, 2015 | A | 983,464 | — | A | 983,464 | D | |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 1,881,856 | — | A | 1,881,856 | I | By Brandon Limited Partnership No. 1 |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 9,815,648 | — | A | 9,815,648 | I | By Brandon Limited Partnership No. 2 |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 34,924 | — | A | 34,924 | I | By Hilrod Holdings IV, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 71,428 | — | A | 71,428 | I | By Hilrod Holdings V, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 107,900 | — | A | 107,900 | I | By Hilrod Holdings VI, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 40,072 | — | A | 40,072 | I | By Hilrod Holdings VII, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 189,528 | — | A | 189,528 | I | By Hilrod Holdings VIII, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 151,148 | — | A | 151,148 | I | By Hilrod Holdings IX, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 83,306 | — | A | 83,306 | I | By Hilrod Holdings X, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 168,414 | — | A | 168,414 | I | By Hilrod Holdings XI, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 153,534 | — | A | 153,534 | I | By Hilrod Holdings XII, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 727,354 | — | A | 727,354 | I | By Hilrod Holdings XIII, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 2,000,000 | — | A | 2,000,000 | I | By Hilrod Holdings XIV, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 287,736 | — | A | 287,736 | I | By Hilrod Holdings XV, L.P. |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 77,121 | — | A | 77,121 | I | By RCS 2009 GRAT #2 |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 35,162 | — | A | 35,162 | I | By RCS Direct 2010 GRAT |
| Common StockF1,F2,F3 | Jun 12, 2015 | A | 1,612 | — | A | 1,612 | I | By RCS Direct 2010 GRAT #2 |
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)F1,F2,F4 | $8.435 | Jun 12, 2015 | A | 960,000 | A | — | Nov 11, 2015 | Common Stock | 960,000 | 960,000 | D |
| Employee Stock Option (right to buy)F1,F2,F4 | $15.86 | Jun 12, 2015 | A | 18,912 | A | — | Jun 2, 2018 | Common Stock | 18,912 | 18,912 | D |
| Employee Stock Option (right to buy)F1,F2,F4 | $17.82 | Jun 12, 2015 | A | 100,000 | A | — | Dec 1, 2019 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (right to buy)F1,F2,F5 | $53.96 | Jun 12, 2015 | A | 140,000 | A | — | Jun 3, 2023 | Common Stock | 140,000 | 140,000 | D |
| Employee Stock Option (right to buy)F1,F2,F3,F4 | $53.96 | Jun 12, 2015 | A | 70,000 | A | — | Jun 3, 2023 | Common Stock | 70,000 | 70,000 | I |
| Employee Stock Option (right to buy)F1,F2,F6 | $70.06 | Jun 12, 2015 | A | 210,000 | A | — | Mar 14, 2024 | Common Stock | 210,000 | 210,000 | D |
| Employee Stock Option (right to buy)F1,F2,F7 | $135.48 | Jun 12, 2015 | A | 79,200 | A | — | Mar 13, 2025 | Common Stock | 79,200 | 79,200 | D |
| Restricted Stock UnitsF1,F2,F8,F9,F10 | — | Jun 12, 2015 | A | 38,100 | A | — | — | Common Stock | 38,100 | 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.
- F10Not 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).
- F3The 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 trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.
- F4The options are currently vested.
- F5The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.
- F6The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.
- F7The options vest in three equal installments on March 13, 2016, 2017 and 2018.
- F8The 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.
- F9The options vest in three equal installments on March 13, 2016, 2017 and 2018.