- Statement of Changes in Beneficial Ownership (4)
December 21 2011 - 7:58PM
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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November 30, 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
*
SCHLOSBERG HILTON H
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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)
Vice Chairman and President
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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)
12/19/2011
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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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12/19/2011
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S
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22891
(1)
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D
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$98.04
(2)
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3534679
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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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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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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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128950
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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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30036
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I
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By Hilrod Holdings VII, L.P.
(3)
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Common Stock
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114764
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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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286098
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I
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By Hilrod Holdings IX, L.P.
(3)
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Common Stock
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56166
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I
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By Hilrod Holdings X, L.P.
(3)
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Common Stock
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108318
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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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85178
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I
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By Hilrod Holdings XII, L.P.
(3)
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Common Stock
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15034
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I
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By RCS 2008 GRAT
(4)
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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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$0.446
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(5)
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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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$0.531
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(5)
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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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(5)
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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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(5)
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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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(6)
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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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(7)
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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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Restricted Stock Units
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(8)
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(9)
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(10)
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Common Stock
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130500
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130500
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D
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Explanation of Responses:
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(
1)
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Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2011.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $98.00 to $98.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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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., Hilrod Holdings XI, L.P. and Hilrod Holdings XII, L.P.
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(
4)
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These shares were previously reported as being indirectly owned by Rodney C. Sacks as sole trustee of RCS 2008 GRAT. The change in beneficial ownership reported on this Form 4 is a result of the Reporting Person replacing Rodney C. Sacks as a co-trustee of RCS 2008 GRAT.
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(
5)
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The options are currently vested.
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(
6)
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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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(
7)
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The options are currently vested with respect to 100,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.
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(
8)
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The restricted stock units were granted under the Hansen Natural 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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(
9)
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The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.
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(
10)
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Not applicable.
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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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SCHLOSBERG HILTON H
HANSEN NATURAL CORP,
550 MONICA CIRCLE, SUITE 201
CORONA, CA 92880
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X
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Vice Chairman and President
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Signatures
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Hilton H. Schlosberg
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12/21/2011
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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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