Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SACKS RODNEY C

(Last)

(First)

(Middle)

1 MONSTER WAY

(Street)

CORONA

92879

(City)

(State)

(Zip)

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 Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2024

4. If Amendment, Date of 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

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	06/11/2024		S⁽¹⁾		78,679	D	$53	387,310	D
Common Stock								11,291,136	I	By Brandon Limited Partnership No. 1⁽²⁾
Common Stock								58,773,888	I	By Brandon Limited Partnership No. 2⁽²⁾
Common Stock	06/11/2024		S⁽¹⁾		85,247	D	$53	276,109	I	By Hilrod Holdings XV, L.P.⁽²⁾
Common Stock	06/11/2024		S⁽¹⁾		207,022	D	$53	231,754	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Common Stock	06/11/2024		S⁽¹⁾		38,962	D	$53	43,618	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Common Stock								489,124	I	By Hilrod Holdings XXIV, L.P.⁽²⁾
Common Stock								268,000	I	By Hilrod Holdings XXV, L.P.⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$22.58							⁽³⁾	03/13/2025	Common Stock	⁽⁴⁾		4,428	D
Employee Stock Option (right to buy)	$21.99							⁽³⁾	03/14/2026	Common Stock	⁽⁴⁾		4,542	D
Employee Stock Option (right to buy)	$21.99							⁽³⁾	03/14/2026	Common Stock	⁽⁴⁾		194,514	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$21.99							⁽³⁾	03/14/2026	Common Stock	⁽⁴⁾		430,944	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽³⁾	03/14/2027	Common Stock	⁽⁴⁾		4,326	D
Employee Stock Option (right to buy)	$23.14							⁽³⁾	03/14/2027	Common Stock	⁽⁴⁾		49,926	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽³⁾	03/14/2027	Common Stock	⁽⁴⁾		153,742	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽³⁾	03/14/2027	Common Stock	⁽⁴⁾		403,006	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.37							⁽³⁾	03/14/2028	Common Stock	⁽⁴⁾		3,404	D
Employee Stock Option (right to buy)	$29.37							⁽³⁾	03/14/2028	Common Stock	⁽⁴⁾		172,596	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.37							⁽³⁾	03/14/2028	Common Stock	⁽⁴⁾		352,000	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.84							⁽³⁾	03/14/2029	Common Stock	⁽⁴⁾		194,400	D
Employee Stock Option (right to buy)	$29.84							⁽³⁾	03/14/2029	Common Stock	⁽⁴⁾		194,400	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.84							⁽³⁾	03/14/2029	Common Stock	⁽⁴⁾		194,400	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$31.2							⁽³⁾	03/13/2030	Common Stock	⁽⁴⁾		212,668	D
Employee Stock Option (right to buy)	$31.2							⁽³⁾	03/13/2030	Common Stock	⁽⁴⁾		170,132	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$44.47							⁽³⁾	03/12/2031	Common Stock	⁽⁴⁾		259,800	D
Employee Stock Option (right to buy)	$36.62							⁽⁵⁾	03/14/2032	Common Stock	⁽⁴⁾		291,400	D
Employee Stock Option (right to buy)	$50.82							⁽⁶⁾	03/14/2033	Common Stock	⁽⁴⁾		183,000	D
Employee Stock Option (right to buy)	$60.3							⁽⁷⁾	03/14/2034	Common Stock	⁽⁴⁾		153,500	D
Restricted Stock Units	⁽⁸⁾							⁽⁹⁾	⁽¹⁰⁾	Common Stock	⁽⁴⁾		30,734	D
Restricted Stock Units	⁽⁸⁾							⁽¹¹⁾	⁽¹⁰⁾	Common Stock	⁽⁴⁾		45,068	D
Restricted Stock Units	⁽⁸⁾							⁽¹²⁾	⁽¹⁰⁾	Common Stock	⁽⁴⁾		58,000	D

Explanation of Responses:

1. Represents shares tendered by the reporting person and accepted for purchase by the Company in the modified "Dutch auction" tender offer commenced by the Company on May 8, 2024. The Company announced the final results of the tender offer on June 10, 2024.

2. Reporting person (i) is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, Hilrod Holdings XV, L.P., Hilrod Holdings XVIII, L.P., Hilrod Holdings XXIII, L.P., Hilrod Holdings XXIV, L.P., Hilrod Holdings XXV, L.P. and Hilrod Holdings XXVI, L.P. and (ii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The options are currently vested.

4. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

5. The options are currently vested with respect to 194,266 shares. The remaining options vest on March 14, 2025.

6. The options are currently vested with respect to 61,000 shares. The remaining options vest in two equal installments on March 14, 2025 and 2026.

7. The options vest in three installments as follows: 51,167 shares on March 14, 2025; 51,167 shares on March 14, 2026 and 51,166 shares on March 14, 2027.

8. The restricted stock units were granted under the 2020 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.

9. The remaining restricted stock units vest on March 14, 2025.

10. Not applicable.

11. The remaining restricted stock units vest in two equal installments on March 14, 2025 and March 14, 2026.

12. The restricted stock units vest in three installments as follows: 19,333 units on March 14, 2025, 19,333 units on March 14, 2026 and 19,334 units on March 14, 2027.

	Paul J. Dechary, attorney-in-fact	06/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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