SEC Form 4 · accession 0001140361-16-058871
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
Mar 21, 2016
Accepted (ET)
Mar 23, 2016 · 7:33 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 StockF2 | Mar 21, 2016 | J | 84,859 | — | D | 1,482,744 | D | |
| Common Stock | Mar 22, 2016 | G | 207,350 | $0.00 | A | 1,690,094 | D | |
| Common StockF4 | holding | — | — | — | 1,881,856 | I | By Brandon Limited Partnership No. 1 | |
| Common StockF4 | holding | — | — | — | 9,795,648 | I | By Brandon Limited Partnership No. 2 | |
| Common StockF4 | holding | — | — | — | 34,924 | I | By Hilrod Holdings IV, L.P. | |
| Common StockF4 | holding | — | — | — | 71,428 | I | By Hilrod Holdings V, L.P. | |
| Common StockF4 | holding | — | — | — | 107,900 | I | By Hilrod Holdings VI, L.P. | |
| Common StockF4 | holding | — | — | — | 40,072 | I | By Hilrod Holdings VII, L.P. | |
| Common StockF4 | holding | — | — | — | 189,528 | I | By Hilrod Holdings VIII, L.P. | |
| Common StockF4 | holding | — | — | — | 151,148 | I | By Hilrod Holdings IX, L.P. | |
| Common StockF4 | holding | — | — | — | 83,306 | I | By Hilrod Holdings X, L.P. | |
| Common StockF4 | holding | — | — | — | 168,414 | I | By Hilrod Holdings XI, L.P. | |
| Common StockF4 | holding | — | — | — | 153,534 | I | By Hilrod Holdings XII, L.P. | |
| Common StockF4 | holding | — | — | — | 727,354 | I | By Hilrod Holdings XIII, L.P. | |
| Common StockF4 | holding | — | — | — | 1,823,322 | I | By Hilrod Holdings XIV, L.P. | |
| Common StockF4 | holding | — | — | — | 233,628 | I | By Hilrod Holdings XV, L.P. | |
| Common StockF4 | holding | — | — | — | 30,068 | I | By RCS 2008 GRAT #2 | |
| Common StockF4 | 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)F6 | $15.86 | Mar 22, 2016 | G | 62,705 | A | — | Jun 2, 2018 | Common Stock | 62,705 | 81,617 | D |
| Employee Stock Option (right to buy)F6,F7 | $17.82 | holding | — | — | — | — | Dec 1, 2019 | Common Stock | — | 100,000 | D |
| Employee Stock Option (right to buy)F8,F7 | $53.96 | holding | — | — | — | — | Jun 3, 2023 | Common Stock | — | 140,000 | D |
| Employee Stock Option (right to buy)F4,F6,F7 | $53.96 | holding | — | — | — | — | Jun 3, 2023 | Common Stock | — | 70,000 | I |
| Employee Stock Option (right to buy)F9,F7 | $70.06 | holding | — | — | — | — | Mar 14, 2024 | Common Stock | — | 210,000 | D |
| Employee Stock Option (right to buy)F10,F7 | $135.48 | holding | — | — | — | — | Mar 13, 2025 | Common Stock | — | 79,200 | D |
| Employee Stock Option (right to buy)F11,F7 | $131.96 | holding | — | — | — | — | Mar 24, 2026 | Common Stock | — | 105,000 | D |
| Restricted Stock UnitsF12,F13,F14,F7 | — | holding | — | — | — | — | — | Common Stock | — | 25,400 | D |
| Restricted Stock UnitsF12,F15,F14,F7 | — | holding | — | — | — | — | — | Common Stock | — | 39,000 | D |
Explanation of responses
- F1Represents shares transferred from the reporting person to a grantor retained annuity trust with an independent trustee in satisfaction of a loan made by such grantor retained annuity trust to the reporting person in connection with the payment of taxes.
- F10The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.
- F11The options vest in three equal installments on March 14, 2017, 2018 and 2019.
- F12The 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.
- F13The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.
- F14Not applicable.
- F15The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.
- F2The aggregate amount of principal and accrued interest outstanding on such loan was approximately $11.6 million. The number of shares transferred to the grantor retained annuity trust was calculated based on $136.615, which was the average trading price of the issuer's common stock on March 18, 2016.
- F3Represents shares transferred to the reporting person as the proceeds of an in-kind annuity payment 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.
- F5Represents options transferred to the reporting person as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.
- F6The options are currently vested.
- F7No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
- F8The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.
- F9The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.