Monster Beverage Form 4 / RODNEY C SACKS ownership change

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 Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2022

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	03/14/2022		A⁽¹⁾		64,084	A	$0	131,304	D
Common Stock	03/14/2022		A		14,550⁽²⁾	A	$0	145,854	D
Common Stock	03/14/2022		M		62,195⁽³⁾	A	⁽⁴⁾	208,049	D
Common Stock	03/14/2022		F		69,825	D	$73.23	138,224	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1⁽⁵⁾
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2⁽⁵⁾
Common Stock								104,772	I	By Hilrod Holdings IV, L.P.⁽⁵⁾
Common Stock								214,284	I	By Hilrod Holdings V, L.P.⁽⁵⁾
Common Stock								323,700	I	By Hilrod Holdings VI, L.P.⁽⁵⁾
Common Stock								120,216	I	By Hilrod Holdings VII, L.P.⁽⁵⁾
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P.⁽⁵⁾
Common Stock								453,444	I	By Hilrod Holdings IX, L.P.⁽⁵⁾
Common Stock								249,918	I	By Hilrod Holdings X, L.P.⁽⁵⁾
Common Stock								505,242	I	By Hilrod Holdings XI, L.P.⁽⁵⁾
Common Stock								327,186	I	By Hilrod Holdings XII, L.P.⁽⁵⁾
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P.⁽⁵⁾
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P.⁽⁵⁾
Common Stock								4,176	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Common Stock								988,386	I	By Hilrod Holdings XVII, L.P.⁽⁵⁾
Common Stock								336,772	I	By Hilrod Holdings XIX, L.P.⁽⁵⁾
Common Stock								731,566	I	By Hilrod Holdings XX, L.P.⁽⁵⁾
Common Stock								731,566	I	By Hilrod Holdings XXI, L.P.⁽⁵⁾
Common Stock								500,000	I	By Hilrod Holdings XXII, L.P.⁽⁵⁾
Common Stock								360,244	I	By Hilrod Holdings XXIV, L.P.⁽⁵⁾
Common Stock								900,000	I	By Hilrod Holdings XXV, L.P.⁽⁵⁾
Common Stock								3,091,215	I	By HHS 2010 GRAT #3⁽⁵⁾
Common Stock								28,722	I	By HHS 2014 GRAT #2⁽⁵⁾

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)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		11,118	D
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		408,882	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$17.99							⁽⁶⁾	06/03/2023	Common Stock	⁽⁷⁾		210,000	I	By Hilrod Holdings XV, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		4,281	D
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		420,000	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		154,302	I	Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$23.35							⁽⁶⁾	03/14/2024	Common Stock	⁽⁷⁾		51,417	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16							⁽⁶⁾	03/13/2025	Common Stock	⁽⁷⁾		2,214	D
Employee Stock Option (right to buy)	$45.16							⁽⁶⁾	03/13/2025	Common Stock	⁽⁷⁾		79,200	I	By Hilrod Holdings XVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$45.16							⁽⁶⁾	03/13/2025	Common Stock	⁽⁷⁾		156,186	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99							⁽⁶⁾	03/14/2026	Common Stock	⁽⁷⁾		2,271	D
Employee Stock Option (right to buy)	$43.99							⁽⁶⁾	03/14/2026	Common Stock	⁽⁷⁾		97,257	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99	02/02/2022		G⁽⁸⁾	V		107,736	⁽⁶⁾	03/14/2026	Common stock	107,736	$0	0	I	By Hilrod Holdings XX, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99	02/02/2022		G⁽⁹⁾	V		107,736	⁽⁶⁾	03/14/2026	Common Stock	107,736	$0	0	I	By Hilrod Holdings XXI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$43.99							⁽⁶⁾	03/14/2026	Common Stock	215,472		215,472	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27							⁽⁶⁾	03/14/2027	Common Stock	⁽⁷⁾		2,163	D
Employee Stock Option (right to buy)	$46.27							⁽⁶⁾	03/14/2027	Common Stock	⁽⁷⁾		24,963	I	By Hilrod Holdings XVIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27	02/02/2022		G⁽⁸⁾	V		100,752	⁽⁶⁾	03/14/2027	Common Stock	100,752	$0	0	I	By Hilrod Holdings XX, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27	02/02/2022		G⁽⁹⁾	V		100,751	⁽⁶⁾	03/14/2027	Common Stock	100,751	$0	0	I	By Hilrod Holdings XXI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27							⁽⁶⁾	03/14/2027	Common Stock	⁽⁷⁾		76,871	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$46.27							⁽⁶⁾	03/14/2027	Common Stock	201,503		201,503	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$58.73							⁽⁶⁾	03/14/2028	Common Stock	⁽⁷⁾		1,702	D
Employee Stock Option (right to buy)	$58.73	02/02/2022		G⁽⁸⁾	V		88,000	⁽⁶⁾	03/14/2028	Common Stock	88,000	$0	0	I	By Hilrod Holdings XX, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$58.73	02/02/2022		G⁽⁹⁾	V		88,000	⁽⁶⁾	03/14/2028	Common Stock	88,000	$0	0	I	By Hilrod Holdings XXI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$58.73							⁽⁶⁾	03/14/2028	Common Stock	⁽⁷⁾		86,298	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$58.73							⁽⁶⁾	03/14/2028	Common Stock	176,000		176,000	I	By Hilrod Holdings XXVI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$59.67							⁽⁶⁾	03/14/2029	Common Stock	⁽⁷⁾		97,200	D
Employee Stock Option (right to buy)	$59.67	02/02/2022		G⁽⁸⁾	V		48,600	⁽⁶⁾	03/14/2029	Common Stock	48,600	$0	0	I	By Hilrod Holdings XX, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$59.67	02/02/2022		G⁽⁹⁾	V		48,600	⁽⁶⁾	03/14/2029	Common Stock	48,600	$0	0	I	By Hilrod Holdings XXI, L.P.⁽⁵⁾
Employee Stock Option (right to buy)	$59.67							⁽⁶⁾	03/14/2029	Common Stock	⁽⁷⁾		97,200	I	By Hilrod Holdings XXIII, L.P.⁽⁵⁾

Explanation of Responses:

1. Received upon the achievement of the vesting criteria applicable to the second of three tranches of performance share units granted under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the "2011 Omnibus Incentive Plan"), achievement of which was certified by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"). Each performance share unit represents a contingent right to receive one share of the Company's common stock as of the applicable vesting date.

2. Share amount reflects that portion of the reporting person's annual incentive award for the 2021 fiscal year granted under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan") paid upon the achievement of performance-based vesting criteria applicable to such portion of the award that is payable in shares of the Company's common stock, achievement of which was certified by the Compensation Committee. The shares underlying the award are immediately vested.

3. Sum of all restricted stock units vested on March 14, 2022.

4. 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.

5. 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 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., Hilrod Holdings XVI, L.P., Hilrod Holdings XVII, L.P., Hilrod Holdings XVIII, L.P., Hilrod Holdings XIX, L.P., Hilrod Holdings XX, L.P., Hilrod Holdings XXI, L.P., Hilrod Holdings XXII, L.P., Hilrod Holdings XXIII, L.P., Hilrod Holdings XXIV, L.P., Hilrod Holdings XXV, L.P. and Hilrod Holdings XXVI, L.P., (ii) is the trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2 and (iii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. The options are currently vested.

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

8. Reflects the assignment of options from Hilrod Holdings XX, L.P. to Hilrod Holdings XXVI, L.P., of which the reporting person is one of the general partners and limited partners. The options assigned to Hilrod Holdings XXVI, L.P. are indirectly beneficially owned by the reporting person.

9. Reflects the assignment of options from Hilrod Holdings XXI, L.P. to Hilrod Holdings XXVI, L.P., of which the reporting person is one of the general partners and limited partners. The options assigned to Hilrod Holdings XXVI, L.P. are indirectly beneficially owned by the reporting person.

Remarks:

Due to limitations on number of entries per table, this Form 4 consists of two parts filed concurrently. Part I and Part II of the Reporting Person's Form 4 shall constitute one filing. This is Part I of II.

	Paul J. Dechary, attorney-in-fact	03/16/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Monster Beverage (MNST) Form 4Monster Beverage / RODNEY C SACKS ownership change