Statement of Changes in Beneficial Ownership (4)
14 September 2022 - 8:09AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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KELLY THOMAS J |
2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp
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MNST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
1 MONSTER WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2022 |
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(Street)
CORONA, CA 92879
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 9/9/2022 | | M | | 21998 | A | $43.64 | 35465 | D | |
| Common Stock | 9/9/2022 | | S | | 16032 | D | $92.52 (1) | 19433 | D | |
| Common Stock | 9/12/2022 | | M | | 4986 | A | $45.16 | 24419 | D | |
| Common Stock | 9/12/2022 | | M | | 18354 | A | $43.99 | 42773 | D | |
| Common Stock | 9/12/2022 | | S | | 16996 | D | $93.92 (2) | 25777 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $45.16 | 9/12/2022 | | M | | | 4986 | (3) | 3/13/2025 | Common Stock | 4986 | $0 | 2214 | D | |
| Employee Stock Option (right to buy) | $43.99 | 9/12/2022 | | M | | | 18354 | (3) | 3/14/2026 | Common Stock | 18354 | $0 | 2271 | D | |
| Employee Stock Option (right to buy) | $43.64 | 9/9/2022 | | M | | | 21998 | (3) | 12/1/2026 | Common Stock | 21998 | $0 | 2 | D | |
| Employee Stock Option (right to buy) | $58.73 | | | | | | | (4) | 3/14/2028 | Common Stock | (5) | | 50000 | D | |
| Employee Stock Option (right to buy) | $51.5 | | | | | | | (6) | 6/1/2028 | Common Stock | (5) | | 5000 | D | |
| Employee Stock Option (right to buy) | $59.67 | | | | | | | (3) | 3/14/2029 | Common Stock | (5) | | 15000 | D | |
| Employee Stock Option (right to buy) | $62.39 | | | | | | | (7) | 3/13/2030 | Common Stock | (5) | | 12000 | D | |
| Employee Stock Option (right to buy) | $88.94 | | | | | | | (8) | 3/12/2031 | Common Stock | (5) | | 5000 | D | |
| Employee Stock Option (right to buy) | $73.23 | | | | | | | (9) | 3/14/2032 | Common Stock | (5) | | 10000 | D | |
| Restricted Stock Units | (10) | | | | | | | (11) | (12) | Common Stock | (5) | | 1334 | D | |
| Restricted Stock Units | (13) | | | | | | | (14) | (12) | Common Stock | (5) | | 934 | D | |
| Restricted Stock Units | (13) | | | | | | | (15) | (12) | Common Stock | (5) | | 3000 | D | |
| Explanation of Responses: |
| (1) | This transaction was executed in multiple trades at prices ranging from $92.36 to $92.73. 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. |
| (2) | This transaction was executed in multiple trades at prices ranging from $93.67 to $94.05. 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 options are fully vested. |
| (4) | The options are currently vested with respect to 35,000 shares. The remaining options vest on March 14, 2023. |
| (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 3,334 shares. The remaining options vest on June 1, 2023. |
| (7) | The options are currently vested with respect to 8,000 shares. The remaining options vest on March 14, 2023. |
| (8) | The options are currently vested with respect to 1,666 shares. The remaining options vest in two installments as follows: 1,667 shares on March 12, 2023 and 1,667 shares on March 12, 2024. |
| (9) | The options vest in three installments as follows: 3,333 shares on March 14, 2023; 3,333 shares on March 14, 2024 and 3,334 shares on March 14, 2025. |
| (10) | The restricted stock units were granted under the Monster Beverage 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. |
| (11) | The remaining restricted stock units vest on March 13, 2023. |
| (12) | Not applicable. |
| (13) | 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. |
| (14) | The restricted stock units vest in two installments as follows: 467 units on March 12, 2023 and 467 units on March 12, 2024. |
| (15) | The restricted stock units vest in three equal installments on March 14, 2023, March 14, 2024 and March 14, 2025. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KELLY THOMAS J
1 MONSTER WAY
CORONA, CA 92879 |
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| Chief Financial Officer |
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Signatures
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| Paul J. Dechary, attorney-in-fact | | 9/13/2022 |
| **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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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