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)

HANSEN NATURAL CORP,

550 MONICA CIRCLE, SUITE 201

(Street)

CORONA

92880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANSEN NATURAL CORP [ HANS ]

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)
08/27/2010

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	05/21/2010		J		39,080⁽¹⁾	D	⁽³⁾	1,040,928	I	By Brandon Limited Partnership No. 1⁽⁴⁾
Common Stock	08/16/2010		J		500,000⁽²⁾	D	⁽³⁾	7,513,336	I	By Brandon Limited Partnership No. 2⁽⁴⁾
Common Stock								800,000	I	By HRS Holdings, L.P.⁽⁴⁾
Common Stock								4,080,000	I	By Hilrod Holdings, L.P.⁽⁴⁾
Common Stock								21,096	I	By Hilrod Holdings III, L.P.⁽⁴⁾
Common Stock								192,462	I	By Hilrod Holdings IV, L.P.⁽⁴⁾
Common Stock								95,714	I	By Hilrod Holdings V, L.P.⁽⁴⁾⁽⁵⁾
Common Stock								265,720	I	By Hilrod Holdings VI, L.P.⁽⁴⁾
Common Stock								42,740	I	By Hilrod Holdings VII, L.P.⁽⁴⁾
Common Stock								153,618	I	By Hilrod Holdings VIII, L.P.⁽⁴⁾⁽⁵⁾
Common Stock								347,602	I	By Hilrod Holdings IX, L.P.⁽⁴⁾
Common Stock								66,408	I	By Hilrod Holdings X, L.P.⁽⁴⁾
Common Stock								121,894	I	By Hilrod Holdings XI, L.P.⁽⁶⁾⁽⁷⁾
Common Stock								65,466	I	By RCS 2008 GRAT⁽⁸⁾
Common Stock								122,590	I	By RCS 2009 GRAT⁽⁸⁾
Common Stock								46,386	I	By RCS Direct GRAT⁽⁸⁾
Common Stock								19,175	I	By RCS Direct GRAT #2⁽⁸⁾
Common Stock								62,756⁽⁹⁾	D

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)	$0.446							⁽¹⁰⁾	07/12/2012	Common Stock	1,200,000		448,176	D
Employee Stock Option (right to buy)	$0.531							⁽¹⁰⁾	05/28/2013	Common Stock	1,200,000		860,324	D
Employee Stock Option (right to buy)	$6.588							⁽¹⁰⁾	03/23/2015	Common Stock	1,200,000		1,100,000	D
Employee Stock Option (right to buy)	$16.87							⁽¹¹⁾	11/11/2015	Common Stock	600,000		600,000	D
Employee Stock Option (right to buy)	$31.72							⁽¹²⁾	06/02/2018	Common Stock	400,000		400,000	D
Employee Stock Option (right to buy)	$35.64							⁽¹³⁾	12/01/2019	Common Stock	250,000		250,000	D

Explanation of Responses:

1. The shares of common stock listed in column 4 of table 1 represent shares which are held of record by Brandon Limited Partnership No. 1. Such shares were distributed to certain limited partners in accordance with the terms of the partnership agreement, which did not affect the beneficial interest of the reporting person.

2. The shares of common stock listed in column 4 of table 1 represent shares which are held of record by Brandon Limited Partnership No. 2. Such shares were distributed to certain limited partners in accordance with the terms of the partnership agreement, which did not affect the beneficial interest of the reporting person.

3. N/A.

4. The reporting person is one of the general partners of each of Brandon Limited Partnership No. 1, Brandon Limited Partnership No. 2, HRS Holdings, L.P., Hilrod Holdings, L.P., Hilrod Holdings III, L.P., 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. and Hilrod Holdings X, L.P.

5. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts.

6. These shares were previously reported as indirectly beneficially owned by Hilrod Holdings II, L.P. but were contributed to Hilrod Holdings XI, L.P. on July 28, 2010.

7. The reporting person is one of the general partners of the new limited partnership, Hilrod Holdings XI, L.P.

8. Reflects the distribution of shares as the proceeds of an in-kimd annuity payment from existing grantor retained annuity trusts. A portion of those shares were transferred to a new grantor retained annuity trust. The remaining shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.

9. As a result of the in-kind annuity distributions by Hilrod Holdings V, L.P. and Hilrod Holdings VIII, L.P., the total amount of shares directly and indirectly owned have been increased by 57,961 shares.

10. The options are currently vested.

11. The options are currently vested with respect to 480,000 ahares. The remaining options vest on November 11, 2010.

12. The options are currently vested with respect to 160,000 shares. The remaining options vest in three equal installments on June 2, 2011, 2012 and 2013.

13. The options vest in five equal installments on December 1, 2010, 2011, 2012, 2013 and 2014.

Remarks:

	Rodney C. Sacks	08/27/2010
	** 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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