- Statement of Changes in Beneficial Ownership (4)
July 19 2011 - 7:48PM
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
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) 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
HANSEN NATURAL CORP
[
HANS
]
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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)
HANSEN NATURAL CORP,, 550 MONICA CIRCLE, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2011
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(Street)
CORONA, CA 92880
(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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7/15/2011
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J
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25000
(1)
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D
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(2)
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990928
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I
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By Brandon Limited Partnership No. 1
(3)
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Common Stock
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4907824
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I
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By Brandon Limited Partnership No. 2
(3)
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Common Stock
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757866
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I
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By HRS Holdings, L.P.
(3)
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Common Stock
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3730000
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I
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By Hilrod Holdings, L.P.
(3)
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Common Stock
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92462
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I
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By Hilrod Holdings IV, L.P.
(3)
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Common Stock
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35714
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I
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By Hilrod Holdings V, L.P.
(3)
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Common Stock
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164962
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I
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By Hilrod Holdings VI, L.P.
(3)
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Common Stock
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37036
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I
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By Hilrod Holdings VII, L.P.
(3)
(4)
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Common Stock
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153618
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I
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By Hilrod Holdings VIII, L.P.
(3)
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Common Stock
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316098
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I
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By Hilrod Holdings IX, L.P.
(3)
(4)
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Common Stock
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61166
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I
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By Hilrod Holdings X, L.P.
(3)
(4)
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Common Stock
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121894
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I
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By Hilrod Holdings XI, L.P.
(3)
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Common Stock
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35466
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I
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By RCS 2008 GRAT
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Common Stock
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122590
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I
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By RCS 2009 GRAT
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Common Stock
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40010
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I
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By RCS Direct GRAT
(4)
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Common Stock
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19175
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I
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By RCS Direct GRAT #2
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Common Stock
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90357
(5)
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D
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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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$.446
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(6)
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7/12/2012
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Common Stock
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1200000
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448176
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D
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Employee Stock Option (right to buy)
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$.531
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(6)
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5/28/2013
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Common Stock
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1200000
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860324
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D
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Employee Stock Option (right to buy)
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$6.588
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(6)
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3/23/2015
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Common Stock
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1200000
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1100000
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D
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Employee Stock Option (right to buy)
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$16.87
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(6)
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11/11/2015
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Common Stock
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600000
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600000
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D
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Employee Stock Option (right to buy)
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$31.72
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(7)
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6/2/2018
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Common Stock
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400000
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400000
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D
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Employee Stock Option (right to buy)
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$35.64
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(8)
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12/1/2019
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Common Stock
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250000
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250000
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D
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Explanation of Responses:
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(
1)
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The shares of common stock listed in column 4 of table 1 represent shares which are held of record by Brandon Limited Partnership No. 1. Such shares were distributed to a limited partner in accordance with the terms of the partnership agreement.
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(
2)
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N/A.
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(
3)
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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, HRS Holdings, L.P., Hilrod Holdings, L.P., 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. and Hilrod Holdings XI, L.P.
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(
4)
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Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts. The shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.
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(
5)
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The reporting person previously reported indirect beneficial ownership on an aggregate basis of the shares held by the limited partnerships. As a result of the in-kind annuity distributions, the total amount of shares directly and indirectly owned have been reduced by 21,225 shares.
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(
6)
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The options are currently vested.
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(
7)
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The options are currently vested with respect to 240,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013.
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(
8)
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The options are currently vested with respect to 50,000 shares. The remaining options vest in four equal installments on December 1, 2011, 2012, 2013 and 2014.
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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
HANSEN NATURAL CORP,
550 MONICA CIRCLE, SUITE 201
CORONA, CA 92880
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X
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Chairman and CEO
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Signatures
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Rodney C. Sacks
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7/19/2011
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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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