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^*

KELLY THOMAS J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP - Monster Energy Co.

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2013

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	09/01/2013		M		1,250	A	⁽¹⁾	8,804	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)	$15.86							⁽²⁾	06/02/2018	Common Stock	40,000		8,000	D
Employee Stock Option (right to buy)	$18.07							⁽³⁾	06/01/2019	Common Stock	20,000		8,000	D
Employee Stock Option (right to buy)	$17.82							⁽⁴⁾	12/01/2019	Common Stock	20,000		8,000	D
Employee Stock Option (right to buy)	$26.26							⁽⁵⁾	12/01/2020	Common Stock	20,000		12,000	D
Employee Stock Option (right to buy)	$47.13							⁽⁶⁾	03/14/2023	Common Stock	15,000		15,000	D
Restricted Stock Units	⁽⁷⁾	09/01/2013		M			1,250	⁽⁸⁾	⁽⁹⁾	Common Stock	2,500	⁽¹⁾	0	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁰⁾	⁽⁹⁾	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock.

2. The options are currently vested.

3. The options are currently vested with respect to 4,000 shares. The remaining options vest on June 1, 2014.

4. The remaining options vest in two equal installments on December 1, 2013 and 2014.

5. The remaining options vest in three equal installments on December 1, 2013, 2014 and 2015.

6. The options vest in five installments as follows: 1,500 shares on March 14, 2014; 2,250 shares on March 14, 2015; 3,000 shares on March 14, 2016; 3,750 shares on March 14, 2017; 4,500 shares on March 14, 2018.

7. The restricted stock units were granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan. Each restricted stock unit represented a contingent right to receive one share of the Company's common stock as of the vesting date.

8. The restricted stock units are currently vested.

9. Not applicable.

10. The restricted stock units vest in two equal installments on June 1, 2016 and 2017.

Remarks:

	Thomas J. Kelly	09/04/2013
	** 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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