Monster Beverage Form 4 / HILTON H SCHLOSBERG 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^*

SCHLOSBERG HILTON H

(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)
Vice Chairman and Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

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	02/24/2023		G	V	195	D	$0	684,040	D
Common Stock	03/12/2023		M		12,633	A	⁽¹⁾	696,673	D
Common Stock	03/12/2023		F		6,264	D	$100.32	690,409	D
Common Stock	03/13/2023		M		16,028	A	⁽¹⁾	706,437	D
Common Stock	03/13/2023		F		7,947	D	$100.32	698,490	D
Common Stock	03/14/2023		M		15,366	A	⁽¹⁾	713,856	D
Common Stock	03/14/2023		F		7,619	D	$101.64	706,237	D
Common Stock	03/14/2023		A⁽²⁾		46,461	A	$0	752,698	D
Common Stock	03/14/2023		F		23,036	D	$101.64	729,662	D
Common Stock								5,645,568	I	By Brandon Limited Partnership No. 1⁽³⁾
Common Stock								29,386,944	I	By Brandon Limited Partnership No. 2⁽³⁾
Common Stock								104,772	I	By Hilrod Holdings IV, L.P.⁽³⁾
Common Stock								214,284	I	By Hilrod Holdings V, L.P.⁽³⁾
Common Stock								323,700	I	By Hilrod Holdings VI, L.P.⁽³⁾
Common Stock								120,216	I	By Hilrod Holdings VII, L.P.⁽³⁾
Common Stock								568,584	I	By Hilrod Holdings VIII, L.P.⁽³⁾
Common Stock								453,444	I	By Hilrod Holdings IX, L.P.⁽³⁾
Common Stock								249,918	I	By Hilrod Holdings X, L.P.⁽³⁾
Common Stock								505,242	I	By Hilrod Holdings XI, L.P.⁽³⁾
Common Stock								327,186	I	By Hilrod Holdings XII, L.P.⁽³⁾
Common Stock								1,440,954	I	By Hilrod Holdings XIII, L.P.⁽³⁾
Common Stock								186,790	I	By Hilrod Holdings XIV, L.P.⁽³⁾
Common Stock								4,176	I	By Hilrod Holdings XV, L.P.⁽³⁾
Common Stock								336,772	I	By Hilrod Holdings XIX, L.P.⁽³⁾
Common Stock								364,636	I	By Hilrod Holdings XX, L.P.⁽³⁾
Common Stock								364,636	I	By Hilrod Holdings XXI, L.P.⁽³⁾
Common Stock								500,000	I	By Hilrod Holdings XXII, L.P.⁽³⁾
Common Stock								244,562	I	By Hilrod Holdings XXIV, L.P.⁽³⁾
Common Stock								534,000	I	By Hilrod Holdings XXV, L.P.⁽³⁾

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							⁽⁴⁾	06/03/2023	Common Stock	⁽⁵⁾		11,118	D
Employee Stock Option (right to buy)	$17.99							⁽⁴⁾	06/03/2023	Common Stock	⁽⁵⁾		408,882	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$17.99							⁽⁴⁾	06/03/2023	Common Stock	⁽⁵⁾		210,000	I	By Hilrod Holdings XV, L.P.⁽³⁾
Employee Stock Option (right to buy)	$23.35							⁽⁴⁾	03/14/2024	Common Stock	⁽⁵⁾		4,281	D
Employee Stock Option (right to buy)	$23.35							⁽⁴⁾	03/14/2024	Common Stock	⁽⁵⁾		420,000	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$23.35							⁽⁴⁾	03/14/2024	Common Stock	⁽⁵⁾		154,302	I	By Hildrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$23.35							⁽⁴⁾	03/14/2024	Common Stock	⁽⁵⁾		51,417	I	By Hilrod Holdings XXIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$45.16							⁽⁴⁾	03/13/2025	Common Stock	⁽⁵⁾		2,214	D
Employee Stock Option (right to buy)	$45.16							⁽⁴⁾	03/13/2025	Common Stock	⁽⁵⁾		79,200	I	By Hilrod Holdings XVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$45.16							⁽⁴⁾	03/13/2025	Common Stock	⁽⁵⁾		156,186	I	By Hilrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$43.99							⁽⁴⁾	03/14/2026	Common Stock	⁽⁵⁾		2,271	D
Employee Stock Option (right to buy)	$43.99							⁽⁴⁾	03/14/2026	Common Stock	⁽⁵⁾		97,257	I	By Hilrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$43.99							⁽⁴⁾	03/14/2026	Common Stock	⁽⁵⁾		215,472	I	By Hilrod Holdings XXVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$46.27							⁽⁴⁾	03/14/2027	Common Stock	⁽⁵⁾		2,163	D
Employee Stock Option (right to buy)	$46.27							⁽⁴⁾	03/14/2027	Common Stock	⁽⁵⁾		24,963	I	By Hilrod Holdings XVIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$46.27							⁽⁴⁾	03/14/2027	Common Stock	⁽⁵⁾		76,871	I	By Hilrod Holdings XXIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$46.27							⁽⁴⁾	03/14/2027	Common Stock	⁽⁵⁾		201,503	I	By Hilrod Holdings XXVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$58.73							⁽⁴⁾	03/14/2028	Common Stock	⁽⁵⁾		1,702	D
Employee Stock Option (right to buy)	$58.73							⁽⁴⁾	03/14/2028	Common Stock	⁽⁵⁾		86,298	I	By Hilrod Holdings XXIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$58.73							⁽⁴⁾	03/14/2028	Common Stock	⁽⁵⁾		176,000	I	By Hilrod Holdings XXVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$59.67							⁽⁴⁾	03/14/2029	Common Stock	⁽⁵⁾		97,200	D
Employee Stock Option (right to buy)	$59.67							⁽⁴⁾	03/14/2029	Common Stock	⁽⁵⁾		97,200	I	By Hilrod Holdings XXIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$59.67							⁽⁴⁾	03/14/2029	Common Stock	⁽⁵⁾		97,200	I	By Hilrod Holdings XXVI, L.P.⁽³⁾
Employee Stock Option (right to buy)	$62.39							⁽⁴⁾	03/13/2030	Common Stock	⁽⁵⁾		106,334	D
Employee Stock Option (right to buy)	$62.39							⁽⁴⁾	03/13/2030	Common Stock	⁽⁵⁾		85,066	I	By Hilrod Holdings XXIII, L.P.⁽³⁾
Employee Stock Option (right to buy)	$88.94							⁽⁶⁾	03/12/2031	Common Stock	⁽⁵⁾		129,900	D
Employee Stock Option (right to buy)	$73.23							⁽⁷⁾	03/14/2032	Common Stock	⁽⁵⁾		145,700	D
Employee Stock Option (right to buy)	$101.64	03/14/2023		A		91,500		⁽⁸⁾	03/14/2033	Common Stock	91,500	$0	91,500	D
Restricted Stock Units	⁽⁹⁾	03/13/2023		M			16,028	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	16,028	$0	0	D
Restricted Stock Units	⁽¹²⁾	03/12/2023		M			12,633	⁽¹³⁾	⁽¹¹⁾	Common Stock	12,633	$0	12,634	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. Received upon the achievement of the vesting criteria applicable to the third 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. Each performance share unit represents a contingent right to receive one share of the Company's common stock as of the applicable vesting date.

3. 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 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. and (ii) disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The options are currently vested.

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

6. The options are currently vested with respect to 86,600 shares. The remaining options vest on March 12, 2024.

7. The options are currently vested with respect to 48,566 shares. The remaining options vest in two equal installments on March 14, 2024 and March 14, 2025.

8. The options vest in three equal installments on March 14, 2024, 2025 and 2026.

9. The restricted stock units were granted under the 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.

10. The restricted stock units are fully vested.

11. Not applicable.

12. The restricted stock units were granted under the Monster Beverage Corporation 2020 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.

13. The remaining restricted stock units vest on March 12, 2024.

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	03/14/2023
	** Signature of Reporting Person	Date
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Monster Beverage (MNST) Form 4Monster Beverage / HILTON H SCHLOSBERG ownership change