Statement of Changes in Beneficial Ownership (4)
May 16 2023 - 5:02PM
Edgar (US Regulatory)
FORM 4
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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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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
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KELLY THOMAS J |
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) Chief Financial Officer |
(Last)
(First)
(Middle)
1 MONSTER WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2023 |
(Street)
CORONA, CA 92879 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 5/12/2023 | | M | | 93192 | A | $29.37 | 153248 (1) | D | |
Common Stock | 5/12/2023 | | S | | 93192 | D | $59.41 (2) | 60056 | D | |
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) | 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) | $22.58 (3) | | | | | | | (4) | 3/13/2025 | Common Stock | (5) | | 4428 (3) | D | |
Employee Stock Option (right to buy) | $21.99 (3) | | | | | | | (4) | 3/14/2026 | Common Stock | (5) | | 4542 (3) | D | |
Employee Stock Option (right to buy) | $21.82 (3) | | | | | | | (4) | 12/1/2026 | Common Stock | (5) | | 4 (3) | D | |
Employee Stock Option (right to buy) | $29.37 (3) | 5/12/2023 | | M | | | 93192 (3) | (4) | 3/14/2028 | Common Stock | 93192 (3) | $0 | 6808 | D | |
Employee Stock Option (right to buy) | $25.75 (3) | | | | | | | (6) | 6/1/2028 | Common Stock | (5) | | 10000 (3) | D | |
Employee Stock Option (right to buy) | $29.84 (3) | | | | | | | (4) | 3/14/2029 | Common Stock | (5) | | 30000 (3) | D | |
Employee Stock Option (right to buy) | $31.2 (3) | | | | | | | (4) | 3/13/2030 | Common Stock | (5) | | 24000 (3) | D | |
Employee Stock Option (right to buy) | $44.47 (3) | | | | | | | (7) | 3/12/2031 | Common Stock | (5) | | 10000 (3) | D | |
Employee Stock Option (right to buy) | $36.62 (3) | | | | | | | (8) | 3/14/2032 | Common Stock | (5) | | 20000 (3) | D | |
Employee Stock Option (right to buy) | $50.82 (3) | | | | | | | (9) | 3/14/2033 | Common Stock | (5) | | 10000 (3) | D | |
Employee Stock Option (right to buy) | $50.82 (3) | | | | | | | (9) | 3/14/2033 | Common Stock | (5) | | 10000 (3) | D | |
Restricted Stock Units | (10) | | | | | | | (11) | (12) | Common Stock | (5) | | 934 (13) | D | |
Restricted Stock Units | (10) | | | | | | | (14) | (12) | Common Stock | (5) | | 4000 (13) | D | |
Restricted Stock Units | (10) | | | | | | | (15) | (12) | Common Stock | (5) | | 3400 (13) | D | |
Explanation of Responses: |
(1) | On March 27, 2023, the common stock of the Company split 2-for-1 (the "Stock Split"). As a result, the reporting person received one additional share for every one share of common stock held prior to the Stock Split. |
(2) | This transaction was executed in multiple trades at prices ranging from $59.27 to $59.58. 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. |
(3) | Due to the Stock Split, the number of shares allowed to be purchased by the reporting person were doubled and the exercise price per share was reduced by one-half. |
(4) | The options are fully vested. |
(5) | No transaction is being reported at this time. This line is only reporting holdings as of the date hereof. |
(6) | The options are currently vested with respect to 6,668 shares. The remaining options vest on June 1, 2023. |
(7) | The options are currently vested with respect to 6,666 shares. The remaining options vest on March 12, 2024. |
(8) | The options are currently vested with respect to 6,666 shares. The remaining options vest in two installments as follows: 6,666 shares on March 14, 2024 and 6,668 shares on March 14, 2025. |
(9) | The options vest in three installments as follows: 3,332 shares on March 14, 2024; 3,334 shares on March 14, 2025 and 3,334 on March 14, 2026. |
(10) | The restricted stock units were granted under the Monster Beverage Corporation 2020 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. |
(11) | The remaining restricted stock units vest on March 12, 2024. |
(12) | Not applicable. |
(13) | Due to the Stock Split, the number of shares of common stock to be settled by the Company and delivered to the reporting person under the Company's equity incentive compensation plans or agreements governing restricted stock units (or the cash equivalent of such shares) were doubled. |
(14) | The remaining restricted stock units vest in two equal installments on March 14, 2024 and March 14, 2025. |
(15) | The restricted stock units vest in three installments as follows: 1,132 units on March 14, 2024; 1,134 units on March 14, 2025 and 1,134 units on March 14, 2026. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KELLY THOMAS J 1 MONSTER WAY CORONA, CA 92879 |
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| Chief Financial Officer |
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Signatures
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Paul J. Dechary, attorney-in-fact | | 5/16/2023 |
**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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