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 CA 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)
12/19/2011
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)
Code V Amount (A) or (D) Price
Common Stock 12/19/2011 S 22,891(1) D $98.04(2) 3,534,679 I By Hilrod Holdings, L.P.(3)
Common Stock 990,928 I By Brandon Limited Partnership No. 1(3)
Common Stock 4,907,824 I By Brandon Limited Partnership No. 2(3)
Common Stock 757,866 I By HRS Holdings, L.P.(3)
Common Stock 92,462 I By Hilrod Holdings IV, L.P.(3)
Common Stock 35,714 I By Hilrod Holdings V, L.P.(3)
Common Stock 128,950 I By Hilrod Holdings VI, L.P.(3)
Common Stock 30,036 I By Hilrod Holdings VII, L.P.(3)
Common Stock 114,764 I By Hilrod Holdings VIII, L.P.(3)
Common Stock 286,098 I By Hilrod Holdings IX, L.P.(3)
Common Stock 56,166 I By Hilrod Holdings X, L.P.(3)
Common Stock 108,318 I By Hilrod Holdings XI, L.P.(3)
Common Stock 85,178 I By Hilrod Holdings XII, L.P.(3)
Common Stock 74,154 I By RCS 2009 GRAT
Common Stock 34,010 I By RCS Direct GRAT
Common Stock 12,080 I By RCS Direct GRAT #2
Common Stock 102,946 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.446 (4) 07/12/2012 Common Stock 1,200,000 448,176 D
Employee Stock Option (right to buy) $0.531 (4) 05/28/2013 Common Stock 1,200,000 860,324 D
Employee Stock Option (right to buy) $6.588 (4) 03/23/2015 Common Stock 1,200,000 1,100,000 D
Employee Stock Option (right to buy) $16.87 (4) 11/11/2015 Common Stock 600,000 600,000 D
Employee Stock Option (right to buy) $31.72 (5) 06/02/2018 Common Stock 400,000 400,000 D
Employee Stock Option (right to buy) $35.64 (6) 12/01/2019 Common Stock 250,000 250,000 D
Restricted Stock Units (7) (8) (9) Common Stock 130,500 130,500 D
Explanation of Responses:
1. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted December 13, 2011.
2. This transaction was executed in multiple trades at prices ranging from $98.00 to $98.22. 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. 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 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. and Hilrod Holdings XII, L.P.
4. The options are currently vested.
5. The options are currently vested with respect to 240,000 shares. The remaining options vest in two equal installments on June 2, 2012 and 2013.
6. The options are currently vested with respect to 100,000 shares. The remaining options vest in three equal installments on December 1, 2012, 2013 and 2014.
7. The restricted stock units were granted under the Hansen Natural 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.
8. The restricted stock units vest in three equal installments on September 1, 2012, 2013 and 2014.
9. Not applicable.
Remarks:
Rodney C. Sacks 12/21/2011
** 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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