Statement of Changes in Beneficial Ownership (4)
October 14 2016 - 3:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SACKS RODNEY C
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2. Issuer Name
and
Ticker or Trading Symbol
Monster Beverage Corp
[
MNST
]
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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 CEO
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(Last)
(First)
(Middle)
1 MONSTER WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/6/2016
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(Street)
CORONA, CA 92879
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/3/2016
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G
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V
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569
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D
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$0
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921479
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D
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Common Stock
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10/13/2016
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G
(1)
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V
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374865
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D
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$0
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546614
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D
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Common Stock
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1881856
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I
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By Brandon Limited Partnership No. 1
(2)
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Common Stock
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9795648
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I
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By Brandon Limited Partnership No. 2
(2)
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Common Stock
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34924
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I
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By Hilrod Holdings IV, L.P.
(2)
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Common Stock
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71428
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I
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By Hilrod Holdings V, L.P.
(2)
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Common Stock
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107900
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I
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By Hilrod Holdings VI, L.P.
(2)
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Common Stock
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40072
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I
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By Hilrod Holdings VII, L.P.
(2)
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Common Stock
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189528
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I
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By Hilrod Holdings VIII, L.P.
(2)
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Common Stock
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151148
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I
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By Hilrod Holdings IX, L.P.
(2)
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Common Stock
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83306
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I
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By Hilrod Holdings X, L.P.
(2)
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Common Stock
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168414
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I
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By Hilrod Holdings XI, L.P.
(2)
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Common Stock
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133004
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I
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By Hilrod Holdings XII, L.P.
(2)
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Common Stock
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480318
(3)
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I
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By Hilrod Holdings XIII, L.P.
(2)
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Common Stock
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308626
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I
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By Hilrod Holdings XIV, L.P.
(2)
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Common Stock
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2944
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I
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By Hilrod Holdings XV, L.P.
(2)
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Common Stock
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10/13/2016
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G
(4)
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V
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749730
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A
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$0
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749730
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I
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By Hilrod Holding XVI, L.P.
(2)
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Common Stock
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77121
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I
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By RCS 2009 GRAT #2
(2)
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Common Stock
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0
(5)
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I
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By RCS Direct 2010 GRAT
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Common Stock
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0
(6)
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I
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By RCS Direct 2010 GRAT #2
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Common Stock
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9574
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I
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By HHS 2014 GRAT #2
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$15.86
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10/4/2016
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G
(7)
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V
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62076
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(8)
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6/2/2018
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Common Stock
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62076
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$0
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19541
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D
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Employee Stock Option (right to buy)
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$15.86
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(8)
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6/2/2018
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Common Stock
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62076
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62076
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I
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By Hilrod Holdings XVI, L.P.
(2)
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Employee Stock Option (right to buy)
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$17.82
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10/4/2016
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G
(7)
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V
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94390
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(8)
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12/1/2019
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Common Stock
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94390
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$0
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5610
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D
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Employee Stock Option (right to buy)
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$17.82
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(8)
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12/1/2019
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Common Stock
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94390
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94390
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I
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By Hilrod Holdings XVI, L.P.
(2)
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Employee Stock Option (right to buy)
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$53.96
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10/4/2016
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G
(7)
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V
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136294
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(8)
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6/3/2023
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Common Stock
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136294
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$0
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3706
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D
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Employee Stock Option (right to buy)
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$53.96
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(8)
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6/3/2023
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Common Stock
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136294
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136294
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I
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By Hilrod Holdings XVI, L.P.
(2)
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Employee Stock Option (right to buy)
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$53.96
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(8)
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6/3/2023
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Common Stock
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(9)
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70000
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I
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By Hilrod Holdings XV, L.P.
(2)
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Employee Stock Option (right to buy)
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$70.06
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10/4/2016
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G
(7)
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V
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140000
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(10)
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3/14/2024
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Common Stock
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140000
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$0
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70000
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D
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Employee Stock Option (right to buy)
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$70.06
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(8)
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3/14/2024
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Common Stock
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140000
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140000
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I
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By Hilrod Holdings XVI, L.P.
(2)
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Employee Stock Option (right to buy)
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$135.48
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10/4/2016
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G
(7)
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V
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26400
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(11)
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3/13/2025
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Common Stock
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26400
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$0
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52800
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D
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Employee Stock Option (right to buy)
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$135.48
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(8)
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3/13/2025
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Common Stock
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26400
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26400
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I
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By Hilrod Holdings XVI, L.P.
(2)
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Employee Stock Option (right to buy)
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$131.96
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(12)
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3/14/2026
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Common Stock
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(9)
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105000
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D
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Restricted Stock Units
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(13)
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(14)
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(15)
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Common Stock
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(9)
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25400
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D
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Restricted Stock Units
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(13)
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(16)
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(15)
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Common Stock
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(9)
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39000
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D
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Explanation of Responses:
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(
1)
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Reflects the assignment of shares from the reporting person to Hilrod Holdings XVI, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVI, L.P. are indirectly beneficially owned by the reporting person.
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(
2)
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The 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., and Hilrod Holdings XVI, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2 and HHS 2014 GRAT #2.
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(
3)
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Excludes 9,574 shares previously reported as indirectly beneficially owned by the reporting person through Hilrod Holdings XIII, L.P, which were distributed to HHS 2014 GRAT #2 on September 6, 2016.
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(
4)
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Reflects the assignment of shares from the reporting person and Hilton Schlosberg to Hilrod Holdings XVI, L.P., of which the reporting person is one of the general partners. The shares assigned to Hilrod Holdings XVI, L.P. are indirectly beneficially owned by the reporting person.
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(
5)
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Reporting person previously reported indirect beneficial ownership of 35,162 shares. Reporting person has resigned as trustee for RCS Direct 2010 GRAT.
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(
6)
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Reporting person previously reported indirect beneficial ownership 1,612 shares. Reporting person has resigned as trustee for RCS Direct 2010 GRAT #2.
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(
7)
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Reflects the assignment of options from the reporting person to Hilrod Holdings XVI, L.P., of which the reporting person is one of the general partners. The options assigned to Hilrod Holdings XVI, L.P. are indirectly beneficially owned by the reporting person.
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(
8)
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The options are currently vested.
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(
9)
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No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
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(
10)
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The options are currently vested with respect to 140,000 shares. The remaining options vest on March 14, 2017.
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(
11)
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The options are currently vested with respect to 26,400 shares. The remaining options vest in two equal installments on March 14, 2017 and 2018.
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(
12)
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The options vest in three equal installments on March 14, 2017, 2018 and 2019.
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(
13)
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The 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.
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(
14)
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The remaining restricted stock units vest in two equal installments on March 13, 2017 and 2018.
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(
15)
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Not applicable.
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(
16)
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The restricted stock units vest in three equal installments on March 14, 2017, 2018 and 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SACKS RODNEY C
1 MONSTER WAY
CORONA, CA 92879
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X
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Chairman and CEO
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Signatures
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Paul J. Dechary, attorney-in-fact
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10/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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