Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHLOSBERG HILTON H

(Last)

(First)

(Middle)

1 MONSTER WAY

(Street)

CORONA

92879

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp [ MNST ]

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 Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2023		J⁽¹⁾		84,998	A	$0	1,951,051	D
Common Stock								11,291,136	I	By Brandon Limited Partnership No. 1⁽²⁾
Common Stock								58,773,888	I	By Brandon Limited Partnership No. 2⁽²⁾
Common Stock	12/13/2023		J⁽³⁾		102,676	D	$0	106,868	I	By Hilrod Holdings IV, L.P.⁽²⁾
Common Stock	12/13/2023		J⁽³⁾		209,998	D	$0	218,570	I	By Hilrod Holdings V, L.P.⁽²⁾
Common Stock								647,400	I	By Hilrod Holdings VI, L.P.⁽²⁾
Common Stock	12/13/2023		J⁽³⁾		557,212	D	$0	579,956	I	By Hilrod Holdings VIII, L.P.⁽²⁾
Common Stock	12/13/2023		J⁽³⁾		444,376	D	$0	462,512	I	By Hilrod Holdings IX, L.P.⁽²⁾
Common Stock	12/13/2023		J⁽⁴⁾		499,836	D	$0	0	I	By Hilrod Holdings X, L.P.⁽⁴⁾
Common Stock								361,356	I	By Hilrod Holdings XV, L.P.⁽²⁾
Common Stock								673,544	I	By Hilrod Holdings XIX, L.P.⁽²⁾
Common Stock								729,272	I	By Hilrod Holdings XX, L.P.⁽²⁾
Common Stock								729,272	I	By Hilrod Holdings XXI, L.P.⁽²⁾
Common Stock	12/13/2023		J⁽⁴⁾		1,000,000	D	$0	0	I	By Hilrod Holdings XXII, L.P.⁽⁴⁾
Common Stock								489,124	I	By Hilrod Holdings XXIV, L.P.⁽²⁾
Common Stock								268,000	I	By Hilrod Holdings XXV, L.P.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$11.68							⁽⁵⁾	03/14/2024	Common Stock	⁽⁶⁾		8,562	D
Employee Stock Option (right to buy)	$11.68							⁽⁵⁾	03/14/2024	Common Stock	⁽⁶⁾		840,000	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$11.68							⁽⁵⁾	03/14/2024	Common Stock	⁽⁶⁾		308,604	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$11.68							⁽⁵⁾	03/14/2024	Common Stock	⁽⁶⁾		102,834	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$22.58							⁽⁵⁾	03/13/2025	Common Stock	⁽⁶⁾		4,428	D
Employee Stock Option (right to buy)	$22.58							⁽⁵⁾	03/13/2025	Common Stock	⁽⁶⁾		158,400	I	By Hilrod Holdings XVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$22.58							⁽⁵⁾	03/13/2025	Common Stock	⁽⁶⁾		312,372	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$21.99							⁽⁵⁾	03/14/2026	Common Stock	⁽⁶⁾		4,542	D
Employee Stock Option (right to buy)	$21.99							⁽⁵⁾	03/14/2026	Common Stock	⁽⁶⁾		194,514	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$21.99							⁽⁵⁾	03/14/2026	Common Stock	⁽⁶⁾		430,944	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽⁵⁾	03/14/2027	Common Stock	⁽⁶⁾		4,326	D
Employee Stock Option (right to buy)	$23.14							⁽⁵⁾	03/14/2027	Common Stock	⁽⁶⁾		49,926	I	By Hilrod Holdings XVIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽⁵⁾	03/14/2027	Common Stock	⁽⁶⁾		153,742	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$23.14							⁽⁵⁾	03/14/2027	Common Stock	⁽⁶⁾		403,006	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.37							⁽⁵⁾	03/14/2028	Common Stock	⁽⁶⁾		3,404	D
Employee Stock Option (right to buy)	$29.37							⁽⁵⁾	03/14/2028	Common Stock	⁽⁶⁾		172,596	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.37							⁽⁵⁾	03/14/2028	Common Stock	⁽⁶⁾		352,000	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.84							⁽⁵⁾	03/14/2029	Common Stock	⁽⁶⁾		194,400	D
Employee Stock Option (right to buy)	$29.84							⁽⁵⁾	03/14/2029	Common Stock	⁽⁶⁾		194,400	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$29.84							⁽⁵⁾	03/14/2029	Common Stock	⁽⁶⁾		194,400	I	By Hilrod Holdings XXVI, L.P.⁽²⁾
Employee Stock Option (right to buy)	$31.2							⁽⁵⁾	03/13/2030	Common Stock	⁽⁶⁾		212,668	D
Employee Stock Option (right to buy)	$31.2							⁽⁵⁾	03/13/2030	Common Stock	⁽⁶⁾		170,132	I	By Hilrod Holdings XXIII, L.P.⁽²⁾
Employee Stock Option (right to buy)	$44.47							⁽⁷⁾	03/12/2031	Common Stock	⁽⁶⁾		259,800	D
Employee Stock Option (right to buy)	$36.62							⁽⁸⁾	03/14/2032	Common Stock	⁽⁶⁾		291,400	D
Employee Stock Option (right to buy)	$50.82							⁽⁹⁾	03/14/2033	Common Stock	⁽⁶⁾		183,000	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	⁽⁶⁾		25,268	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹³⁾	⁽¹²⁾	Common Stock	⁽⁶⁾		61,468	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹⁴⁾	⁽¹²⁾	Common Stock	⁽⁶⁾		67,600	D

Explanation of Responses:

1. Reflects the sum of 4,998 shares distributed by Hilrod Holdings X, L.P. and 80,000 shares distributed by Hilrod Holdings XXII, L.P. to the reporting person. These shares were previously reported as indirectly beneficially owned by the reporting person due to his general partnership interest in the aforementioned entities.

2. Reporting person (i) is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings XV, L.P., Hilrod Holdings XVI, L.P., Hilrod Holdings XVIII, L.P., Hilrod Holdings XIX, L.P., Hilrod Holdings XX, L.P., Hilrod Holdings XXI, L.P., Hilrod Holdings XXIII, L.P., Hilrod Holdings XXIV, L.P., Hilrod Holdings XXV, L.P. and Hilrod Holdings XXVI, L.P. and (ii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VIII, L.P., and Hilrod Holdings IX, L.P. distributed shares to trusts (of which Sterling Trustees LLC is trustee) in partial redemption of such trusts' limited partnership interests in such entities. The reporting person no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the distributed shares held by these trusts.

4. Hilrod Holdings X, L.P. and Hilrod Holdings XXII, L.P. distributed all shares to their general and limited partners based upon their partnership percentages. The reporting person received his pro rata share of the distributed shares, and such shares are now reflected as directly held by the reporting person. Certain limited partners' shares are held by trusts (of which Sterling Trustees LLC is trustee) for the benefit of certain family members of the reporting person and Rodney Sacks, respectively. The reporting person no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the shares held by these trusts.

5. The options are currently vested.

6. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

7. The options are currently vested with respect to 173,200 shares. The remaining options vest on March 12, 2024.

8. The options are currently vested with respect to 97,132 shares. The remaining options vest in two equal installments on March 14, 2024 and March 14, 2025.

9. The options vest in three equal installments on March 14, 2024, 2025 and 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. The remaining restricted stock units vest in two installments as follows: 30,734 units on March 14, 2024 and 30,734 units on March 14, 2025.

14. The restricted stock units vest in three installments as follows: 22,532 units on March 14, 2024, 22,534 units on March 14, 2025 and 22,534 units on March 14, 2026.

	Paul J. Dechary, attorney-in-fact	12/15/2023
	** 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).
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