SEC FORM 4

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).

1. Name and Address of Reporting Person^*

SACKS RODNEY C

(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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2015

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	06/25/2015		M		960,000	A	$8.435	1,943,464	D
Common Stock	06/25/2015		F		470,035	D	$136.77	1,473,429	D
Common Stock								1,881,856	I	By Brandon Limited Partnership No. 1⁽¹⁾
Common Stock								9,815,648	I	By Brandon Limited Partnership No. 2⁽¹⁾
Common Stock								34,924	I	By Hilrod Holdings IV, L.P.⁽¹⁾
Common Stock								71,428	I	By Hilrod Holdings V, L.P.⁽¹⁾
Common Stock								107,900	I	By Hilrod Holdings VI, L.P.⁽¹⁾
Common Stock								40,072	I	By Hilrod Holdings VII, L.P.⁽¹⁾
Common Stock								189,528	I	By Hilrod Holdings VIII, L.P.⁽¹⁾
Common Stock								151,148	I	By Hilrod Holdings IX, L.P.⁽¹⁾
Common Stock								83,306	I	By Hilrod Holdings X, L.P.⁽¹⁾
Common Stock								168,414	I	By Hilrod Holdings XI, L.P.⁽¹⁾
Common Stock								153,534	I	By Hilrod Holdings XII, L.P.⁽¹⁾
Common Stock								727,354	I	By Hilrod Holdings XIII, L.P.⁽¹⁾
Common Stock								2,000,000	I	By Hilrod Holdings XIV, L.P.⁽¹⁾
Common Stock								287,736	I	By Hilrod Holdings XV, L.P.⁽¹⁾
Common Stock								77,121	I	By RCS 2009 GRAT #2⁽¹⁾
Common Stock								35,162	I	By RCS Direct 2010 GRAT⁽¹⁾
Common Stock								1,612	I	By RCS Direct 2010 GRAT #2⁽¹⁾

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)	$8.435	06/25/2015		M			960,000	⁽²⁾	11/11/2015	Common Stock	960,000	$0	0	D
Employee Stock Option (right to buy)	$15.86							⁽²⁾	06/02/2018	Common Stock	18,912		18,912	D
Employee Stock Option (right to buy)	$17.82							⁽²⁾	12/01/2019	Common Stock	100,000		100,000	D
Employee Stock Option (right to buy)	$53.96							⁽³⁾	06/03/2023	Common Stock	140,000		140,000	D
Employee Stock Option (right to buy)	$53.96							⁽²⁾	06/03/2023	Common Stock	70,000		70,000	I	By Hilrod Holdings XV, L.P.⁽¹⁾
Employee Stock Option (right to buy)	$70.06							⁽⁴⁾	03/14/2024	Common Stock	210,000		210,000	D
Employee Stock Option (right to buy)	$135.48							⁽⁵⁾	03/13/2025	Common Stock	79,200		79,200	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁸⁾	Common Stock	38,100		38,100	D

Explanation of Responses:

1. The reporting person 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 VII, L.P., Hilrod Holdings VIII, L.P., Hilrod Holdings IX, L.P., Hilrod Holdings X, L.P., Hilrod Holdings XI, L.P., Hilrod Holdings XII, L.P., Hilrod Holdings XIII, L.P., Hilrod Holdings XIV, L.P., Hilrod Holdings XV, L.P. The reporting person is the trustee of each of RCS 2009 GRAT #2, RCS Direct 2010 GRAT and RCS Direct 2010 GRAT #2.

2. The options are currently vested.

3. The options are currently vested with respect to 70,000 shares. The remaining options vest on June 3, 2016.

4. The options are currently vested with respect to 70,000 shares. The remaining options vest in two equal installments on March 14, 2016 and 2017.

5. The options vest in three equal installments on March 13, 2016, 2017 and 2018.

6. 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.

7. The options vest in three equal installments on March 13, 2016, 2017 and 2018.

8. Not applicable.

Remarks:

	Paul J. Dechary, attorney-in-fact	06/26/2015
	** 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).
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