Statement of Changes in Beneficial Ownership (4)
May 23 2019 - 6:10PM
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
*
KELLY THOMAS J
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP Finance Monster Energy Co.
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(Last)
(First)
(Middle)
1 MONSTER WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/21/2019
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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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5/21/2019
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M
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19089
(1)
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A
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$15.71
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28740
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D
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Common Stock
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5/21/2019
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F
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4704
(1)
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D
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$63.74
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24036
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D
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Common Stock
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5/21/2019
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M
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4281
(2)
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A
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$23.35
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28317
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D
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Common Stock
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5/21/2019
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F
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1568
(2)
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D
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$63.74
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26749
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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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$15.71
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5/21/2019
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M
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19089
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(3)
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3/14/2023
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Common Stock
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19089
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$0
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0
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D
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Employee Stock Option (right to buy)
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$23.35
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5/21/2019
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M
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4281
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(3)
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3/14/2024
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Common Stock
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4281
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$0
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0
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D
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Employee Stock Option (right to buy)
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$37.10
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(4)
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12/1/2024
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Common Stock
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(5)
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45000
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D
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Employee Stock Option (right to buy)
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$45.16
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(6)
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3/13/2025
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Common Stock
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(5)
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36000
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D
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Employee Stock Option (right to buy)
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$43.99
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(7)
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3/14/2026
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Common Stock
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(5)
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37500
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D
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Employee Stock Option (right to buy)
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$43.64
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(8)
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12/1/2026
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Common Stock
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(5)
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40000
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D
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Employee Stock Option (right to buy)
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$58.73
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(9)
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3/14/2028
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Common Stock
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(5)
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50000
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D
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Employee Stock Option (right to buy)
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$51.5
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(10)
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6/1/2028
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Common Stock
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(5)
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5000
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D
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Employee Stock Option (right to buy)
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$59.67
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(11)
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3/14/2029
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Common Stock
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(5)
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15000
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D
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Restricted Stock Units
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(12)
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(13)
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(14)
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Common Stock
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(5)
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5200
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D
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Explanation of Responses:
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(1)
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This transaction is reported to reflect the exercise of a stock option for a total of 19,089 shares by means of a stock swap whereby the Reporting Person disposed of 4,704 shares of Common Stock to the Issuer as consideration for the Reporting Person's exercise of stock options. The stock swap was completed pursuant to the terms of the Monster Beverage Corporation 2011 Omnibus Incentive Plan Stock Option Agreement between the Issuer and the Reporting Person.
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(2)
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This transaction is reported to reflect the exercise of a stock option for a total of 4,281 shares by means of a stock swap whereby the Reporting Person disposed of 1,568 shares of Common Stock to the Issuer as consideration for the Reporting Person's exercise of stock options. The stock swap was completed pursuant to the terms of the Monster Beverage Corporation 2011 Omnibus Incentive Plan Stock Option Agreement between the Issuer and the Reporting Person.
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(3)
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The options are fully vested.
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(4)
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The options are currently vested with respect to 31,500 shares. The remaining options vest on December 1, 2019.
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(5)
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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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(6)
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The options are currently vested with respect to 28,800 shares. The remaining options vest on March 13, 2020.
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(7)
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The options are currently vested with respect to 16,875 shares. The remaining options vest in two installments as follows: 9,375 shares on March 14, 2020 and 11,250 shares on March 14, 2021.
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(8)
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The options are currently vested with respect to 10,000 shares. The remaining options vest in three installments as follows: 8,000 shares on December 1, 2019; 10,000 shares on December 1, 2020; 12,000 shares on December 1, 2021.
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(9)
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The options are currently vested with respect to 5,000 shares. The remaining options vest in four installments as follow: 7,500 shares on March 14, 2020; 10,000 shares on March 14, 2021; 12,500 shares on March 14, 2022; 15,000 shares on March 14, 2023.
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(10)
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The options vest in three installments as follows: 1,667 shares on June 1, 2021; 1,667 shares on June 1, 2022; 1,666 shares on June 1, 2023.
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(11)
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The options vest in three equal installments on March 14, 2020, 2021 and 2022.
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(12)
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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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(13)
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The restricted stock units vest in three equal installments on March 14, 2020, 2021 and 2022.
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(14)
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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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KELLY THOMAS J
1 MONSTER WAY
CORONA, CA 92879
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EVP Finance Monster Energy Co.
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Signatures
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Paul J. Dechary, attorney-in-fact
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5/23/2019
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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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