FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

KELLY THOMAS J
2. Issuer Name and Ticker or Trading Symbol

Monster Beverage Corp [ MNST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP - Monster Energy Co.
(Last)          (First)          (Middle)

1 MONSTER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

CORONA, CA 92879
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/1/2016     M    1500   A   (1) 18651   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $15.71   (3)                    (4) 3/14/2023   Common Stock     (5)   33750   (3) D    
Employee Stock Option (right to buy)   $23.35   (6)                    (7) 3/14/2024   Common Stock     (5)   30000   (6) D    
Employee Stock Option (right to buy)   $37.10   (8)                    (9) 12/1/2024   Common Stock     (5)   45000   (8) D    
Employee Stock Option (right to buy)   $45.16   (10)                    (11) 3/13/2025   Common Stock     (5)   36000   (10) D    
Employee Stock Option (right to buy)   $43.99   (12)                    (13) 3/14/2026   Common Stock     (5)   37500   (12) D    
Employee Stock Option (right to buy)   $43.64   12/1/2016     A      40000         (14) 12/1/2026   Common Stock   40000   $0   40000   D    
Restricted Stock Units     (15)                    (16)   (17) Common Stock     (5)   4500   (18) D    
Restricted Stock Units     (15) 12/1/2016     M         1500      (19)   (17) Common Stock   1500   $0   1500   (20) D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock.
( 2)  On November 9, 2016, the common stock of Monster Beverage Corporation split 3-for-1, resulting in the reporting person's ownership of 11,434 additional shares of common stock.
( 3)  This employee stock option was previously reported as covering 11,250 shares of common stock at an exercise price of $47.13 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
( 4)  The options are currently vested with respect to 9,000 shares. The remaining options vest in two installments as follows: 11,250 shares on March 14, 2017; 13,500 shares on March 14, 2018.
( 5)  No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
( 6)  This employee stock option was previously reported as covering 10,000 shares of common stock at an exercise price of $70.06 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
( 7)  The options are currently vested with respect to 7,500 shares. The remaining options vest in three installments as follows: 6,000 shares on March 14, 2017; 7,500 shares on March 14, 2018; 9000 shares on March 14, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
( 8)  This employee stock option was previously reported as covering 15,000 shares of common stock at an exercise price of $111.30 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
( 9)  The options are currently vested with respect to 4,500 shares. The remaining options vest in four installments as follows: 6,750 shares on December 1, 2016; 9,000 shares on December 1, 2017; 11,250 shares on December 1, 2018; 13,500 shares on December 1, 2019. The options will become exercisable on the one year anniversary from the date on which they vested.
( 10)  This employee stock option was previously reported as covering 12,000 shares of common stock at an exercise price of $135.48 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
( 11)  The options are currently vested with respect to 7,200 shares. The remaining options vest in four equal installments on March 13, 2017, 2018, 2019 and 2020.
( 12)  This employee stock option was previously reported as covering 12,500 shares of common stock at an exercise price of $131.96 per share, but was adjusted to reflect the stock split that occurred on November 9, 2016.
( 13)  The options vest in five installments as follows: 3,750 shares on March 14, 2017;5,625 shares on March 14, 2018; 7,500 shares on March 14, 2019; 9,375 shares on March 14, 2020; 11,250 shares on March 14, 2021.
( 14)  Granted December 1, 2016 pursuant to the Company's 2011 Stock Option Plan (which is a Rule 16b-3(d)(1) plan) and Equity Grant Procedures. The options vest in five installments as follows: 4,000 shares on December 1, 2017; 6,000 shares on December 1, 2018; 8,000 shares on December 1, 2019; 10,000 shares on December 1, 2020; 12,000 shares on December 1, 2021.
( 15)  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.
( 16)  The remaining restricted stock units vest on June 1, 2017.
( 17)  Not applicable.
( 18)  These restricted stock units were previously reported as covering 1,500 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.
( 19)  The remaining restricted stock units vest on December 1, 2017.
( 20)  These restricted stock units were previously reported as covering 1,000 shares of common stock, but were adjusted to reflect the stock split that occurred on November 9, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KELLY THOMAS J
1 MONSTER WAY
CORONA, CA 92879


Senior VP - Monster Energy Co.

Signatures
Paul J. Dechary, attorney-in-fact 12/5/2016
** 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 control number.
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