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UNITED
STATES |
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| |
SECURITIES &
EXCHANGE COMMISSION |
|
| |
Washington,
D.C. 20549 |
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| |
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|
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SCHEDULE
13D |
|
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
Monster Beverage
Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
61174X109
(CUSIP Number)
Rodney C. Sacks
1 Monster Way
Corona, California 92879
(951) 739-6200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2023
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Brandon Limited Partnership No. 1 |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
WC (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Cayman Islands |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
11,291,136 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
11,291,136 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,291,136 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
1.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Brandon Limited Partnership No. 2 |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
WC (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Cayman Islands |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
58,773,888 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
58,773,888 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
58,773,888 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
5.6% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Rodney Cyril Sacks |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
United States of America |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
1,956,525 |
| |
| (8) |
Shared
Voting Power
78,939,306 |
| |
| (9) |
Sole
Dispositive Power
1,956,525 |
| |
| (10) |
Shared
Dispositive Power
78,939,306 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
80,895,831 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
7.7% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
IN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilton Hiller Schlosberg |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
United Kingdom |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
2,976,981 |
| |
| (8) |
Shared
Voting Power
78,939,306 |
| |
| (9) |
Sole
Dispositive Power
2,976,981 |
| |
| (10) |
Shared
Dispositive Power
78,939,306 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
81,916,287 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
7.8% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
IN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings IV, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
106,868 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
106,868 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
106,868 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings V, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
218,570 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
218,570 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
218,570 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings VI, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
647,400 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
647,400 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
647,400 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings VII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings VIII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
579,956 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
579,956 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
579,956 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings IX, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
462,512 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
462,512 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
462,512 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings X, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XI, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XIII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XIV, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XV, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
361,356 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
361,356 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
361,356 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XVI, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
771,392 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
771,392 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
771,392 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XVIII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
927,656 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
927,656 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
927,656 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XIX, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
673,544 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
673,544 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
673,544 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XX, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
729,272 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
|
| (10) |
Shared
Dispositive Power
729,272 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
729,272 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXI, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
729,272 |
| |
| (9) | Sole
Dispositive Power
0 |
| |
| (10) | Shared
Dispositive Power
729,272 |
| | |
| (11) | Aggregate
Amount Beneficially Owned by Each Reporting Person
729,272 |
| |
| (12) | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ |
| |
| (13) | Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) | Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power 0 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
0 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXIII, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
1,464,320 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
1,464,320 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,464,320 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.1% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXIV, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
489,124 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
489,124 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
489,124 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXV, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
268,000 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
268,000 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
268,000 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP No.
61174X109 |
13D/A |
|
| (1) |
Names of Reporting Persons
Hilrod Holdings XXVI, L.P. |
| |
| (2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
¨ |
| |
| (3) |
SEC
Use Only |
| |
| (4) |
Source
of Funds (See Instructions)
PF (See Item 3) |
| |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
| (6) |
Citizenship
or Place of Organization
Delaware |
| |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
0 |
| |
| (8) |
Shared
Voting Power
2,760,700 |
| |
| (9) |
Sole
Dispositive Power
0 |
| |
| (10) |
Shared
Dispositive Power
2,760,700 |
| |
|
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,760,700 |
| |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
| (13) |
Percent
of Class Represented by Amount in Row (11)
0.3% |
| |
| (14) |
Type
of Reporting Person (See Instructions)
PN |
| CUSIP
No. 61174X109 |
13D/A |
|
Introduction
This Amendment No. 29 (“Amendment
No. 29”) amends the statement on Schedule 13D dated November 21, 1990 (the “Original Statement”),
as amended by Amendment No. 1 dated March 29, 1991 (“Amendment No. 1”), Amendment No. 2 dated
June 11, 1993 (“Amendment No. 2”), Amendment No. 3 dated August 29, 1994 (“Amendment
No. 3”), Amendment No. 4 dated November 22, 2004 (“Amendment No. 4”), Amendment No. 5
dated December 1, 2004 (“Amendment No. 5”), Amendment No. 6 dated December 29, 2005 (“Amendment
No. 6”), Amendment No. 7 dated January 13, 2006 (“Amendment No. 7”), Amendment No. 8
dated February 2, 2006 (“Amendment No. 8”), Amendment No. 9 dated February 23, 2010 (“Amendment
No. 9”), Amendment No. 10 dated November 23, 2010 (“Amendment No. 10”), Amendment No. 11
dated December 16, 2011 (“Amendment No. 11”), Amendment No. 12 dated April 24, 2012 (“Amendment
No. 12”), Amendment No. 13 dated May 21, 2012 (“Amendment No. 13”), Amendment No. 14
dated December 17, 2012 (“Amendment No. 14”), Amendment No. 15 dated March 18, 2013 (“Amendment
No. 15”), Amendment No. 16 dated July 29, 2013 (“Amendment No. 16”), Amendment No. 17
dated September 16, 2013 (“Amendment No. 17”), Amendment No. 18 dated December 17, 2013 (“Amendment
No. 18”), Amendment No. 19 dated August 18, 2014 (“Amendment No. 19”), Amendment No. 20
dated September 16, 2014 (“Amendment No. 20”), Amendment No. 21 dated December 16, 2014 (“Amendment
No. 21”), Amendment No. 22 dated March 17, 2015 (“Amendment No. 22”), Amendment No. 23
dated June 16, 2015 (“Amendment No. 23”), Amendment No. 24 dated May 10, 2016 (“Amendment
No. 24”), Amendment No. 25 dated June 15, 2016 (“Amendment No. 25”), Amendment
No. 26 dated December 14, 2017 (“Amendment No. 26”), Amendment No. 27 dated April 21, 2020
(“Amendment No. 27”), and Amendment No. 28 dated December 2, 2022 (“Amendment No. 28”)
(the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11,
Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17,
Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23,
Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 27, Amendment No. 28, and Amendment No. 29
are sometimes referred to herein collectively as this “statement on Schedule 13D”), relating to the common stock,
par value $0.005 per share (“Common Stock”), of Monster Beverage Corporation, a corporation organized under the laws
of the state of Delaware (the “Company”). This Amendment No. 29 reflects transactions and developments
through February 23, 2024, relating to such persons’ respective holdings of the Company. The Reporting Persons may be
deemed to constitute a “group” and, accordingly, jointly file this Amendment No. 29. A joint filing agreement by the
Reporting Persons is filed as an exhibit hereto.
Any capitalized terms used in this Amendment No. 29
and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment
No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment
No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment
No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment
No. 26, Amendment No. 27, and Amendment No. 28.
This Amendment No. 29 is being filed to reflect
the change in percentage of beneficial ownership held by the Reporting Persons as a result of exercise of stock options, shares withheld
by the Company to satisfy the option exercise price and tax withholding obligations, gifting of shares by a Reporting Person and a change
in outstanding shares of Common Stock of the Company.
Item 2. Identity and Background
Item 2(a) is hereby amended by deleting
Item 2(a) in its entirety and inserting in lieu thereof the following:
(a) The reporting persons are Brandon Limited
Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”),
Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”),
Rodney Cyril Sacks, a natural person in his individual capacity (“Mr. Sacks”), Hilton Hiller Schlosberg, a natural
person in his individual capacity (“Mr. Schlosberg”), Hilrod Holdings IV, L.P., a limited partnership organized
under the laws of the state of Delaware (“Hilrod IV”), Hilrod Holdings V, L.P., a limited partnership organized under
the laws of the state of Delaware (“Hilrod V”), Hilrod Holdings VI, L.P., a limited partnership organized under the
laws of the state of Delaware (“Hilrod VI”), Hilrod Holdings VII, L.P., a limited partnership organized under the
laws of the state of Delaware (“Hilrod VII”), Hilrod Holdings VIII, L.P., a limited partnership organized under the
laws of the state of Delaware (“Hilrod VIII”), Hilrod Holdings IX, L.P., a limited partnership organized under the
laws of the state of Delaware (“Hilrod IX”), Hilrod Holdings X, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod X”), Hilrod Holdings XI, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XI”), Hilrod Holdings XII, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XII”), Hilrod Holdings XIII, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XIII”), Hilrod Holdings XIV, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XIV”), Hilrod Holdings XV, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XV”), Hilrod Holdings XVI, L.P., a limited partnership organized under the laws of
the state of Delaware (“Hilrod XVI”), Hilrod Holdings XVIII, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XVIII”), Hilrod Holdings XIX, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XIX”), Hilrod Holdings XX, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XX”), Hilrod Holdings XXI, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XXI”), Hilrod Holdings XXII, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XXII”), Hilrod Holdings XXIII, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XXIII”), Hilrod Holdings XXIV, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XXIV”), Hilrod Holdings XXV, L.P., a limited partnership organized under the laws
of the state of Delaware (“Hilrod XXV”), and Hilrod Holdings XXVI, L.P., a limited partnership organized under the
laws of the state of Delaware (“Hilrod XXVI”).
The general partners of each of Brandon No. 1,
Brandon No. 2, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII,
Hilrod XIV, Hilrod XV, Hilrod XVI, Hilrod XVIII, Hilrod XIX, Hilrod XX, Hilrod XXI, Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV
and Hilrod XXVI are Mr. Sacks and Mr. Schlosberg.
Item 5. Interest in Securities of the Issuer
Item 5 (a) through (c) is hereby
amended by deleting Item 5 (a) through (c) in its entirety and inserting in lieu thereof the following:
(a)-(b) See rows (7) through (10) of
the cover pages to this Amendment No. 29 for the number of shares of Common Stock as to which each Reporting Person has sole
or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. See rows (11) and
(13) of the cover pages to this Amendment No. 29 for the aggregate number and percentage of shares of Common Stock beneficially
owned by each of the Reporting Persons. Percentages calculated in this Amendment No. 29 with respect to Brandon No. 1, Brandon
No. 2, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII, Hilrod
XIV, Hilrod XV, Hilrod XVI, Hilrod XVIII, Hilrod XIX, Hilrod XX, Hilrod XXI, Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV, and
Hilrod XXVI are based upon 1,040,636,235 shares of Common Stock outstanding as of February 15, 2024 (the “Aggregate Outstanding
Shares”). Percentages calculated in this Amendment No. 29 with respect to each of Mr. Sacks and Mr. Schlosberg
are based upon 1,043,969,263 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 3,333,028 shares of
Common Stock that could be acquired within 60 days of February 23, 2024 by each of Mr. Sacks and Mr. Schlosberg upon the
exercise of options to purchase Common Stock and upon vesting of restricted stock units (“RSUs”).
As of February 23, 2024, the aggregate number
and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 86,188,472 shares, or 8.2% of the outstanding
Common Stock. Percentages calculated in this Amendment No. 29 with respect to the Reporting Persons as a group are based upon
1,047,302,291 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 6,666,056 aggregate shares of Common
Stock that could be acquired within 60 days of February 23, 2024 by the Reporting Persons upon the exercise of options to purchase
Common Stock and upon vesting of RSUs.
Each of the Reporting Persons disclaims
beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Mr. Sacks:
(i) 939,157 shares of Common Stock beneficially held by him; (ii) 3,333,028 shares issuable upon exercise of options and
upon vesting of RSUs within 60 days of February 23,2024; (iii) 1,069 shares beneficially held by Hilrod IV because
Mr. Sacks is one of Hilrod IV’s general partners; (iv) 2,186 shares beneficially held by Hilrod V because
Mr. Sacks is one of Hilrod V’s general partners; (v) 6,474 shares beneficially held by Hilrod VI because
Mr. Sacks is one of Hilrod VI’s general partners; (vi) 5,800 shares beneficially held by Hilrod VIII because
Mr. Sacks is one of Hilrod VIII’s general partners; (vii) 4,625 shares beneficially held by Hilrod IX because
Mr. Sacks is one of Hilrod IX’s general partners; (viii) 3,614 shares beneficially held by Hilrod XV because
Mr. Sacks is one of Hilrod XV’s general partners; (ix) 7,714 shares beneficially held by Hilrod XVI because
Mr. Sacks is one of Hilrod XVI’s general partners; (x) 4,388 shares beneficially held by Hilrod XVIII because
Mr. Sacks is one of Hilrod XVIII’s general partners; (xi) 6,735 shares beneficially held by Hilrod XIX because
Mr. Sacks is one of Hilrod XIX’s general partners; (xii) 7,293 shares beneficially held by Hilrod XX because
Mr. Sacks is one of Hilrod XX’s general partners; (xiii) 7,293 shares beneficially held by Hilrod XXI because
Mr. Sacks is one of Hilrod XXI’s general partners;(xv) 826 shares beneficially held by Hilrod XXIII because
Mr. Sacks is one of Hilrod XXIII’s general partners; (xv) 4,891 shares beneficially held by Hilrod XXIV because
Mr. Sacks is one of Hilrod XXIV’s general partners; and (xvi) 2,680 shares beneficially held by Hilrod XXV because
Mr. Sacks is one of Hilrod XXV’s general partners; and (b) with respect to Mr. Schlosberg: (i) 1,959,613
shares of Common Stock beneficially held by him; (ii) 3,333,028 shares issuable upon exercise of options and upon vesting of
RSUs within 60 days of February 23, 2024; (iii) 1,069 shares beneficially held by Hilrod IV because Mr. Schlosberg is
one of Hilrod IV’s general partners; (iv) 2,186 shares beneficially held by Hilrod V because Mr. Schlosberg is one
of Hilrod V’s general partners; (v) 6,474 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of
Hilrod VI’s general partners; (vi) 5,800 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of
Hilrod VIII’s general partners; (vii) 4,625 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of
Hilrod IX’s general partners; (viii) 3,614 shares beneficially held by Hilrod XV because Mr. Schlosberg is one of
Hilrod XV’s general partners; (ix) 7,714 shares beneficially held by Hilrod XVI because Mr. Schlosberg is one of
Hilrod XVI’s general partners; (x) 4,388 shares beneficially held by Hilrod XVIII because Mr. Schlosberg is one of
Hilrod XVIII’s general partners; (xi) 6,735 shares beneficially held by Hilrod XIX because Mr. Schlosberg is one of
Hilrod XIX’s general partners; (xii) 7,293 shares beneficially held by Hilrod XX because Mr. Schlosberg is one of
Hilrod XX’s general partners; (xiii) 7,293 shares beneficially held by Hilrod XXI because Mr. Schlosberg is one of
Hilrod XXI’s general partners; (xiv) 826 shares beneficially held by Hilrod XXIII because Mr. Schlosberg is one of
Hilrod XXIII’s general partners; (xv) 4,891 shares beneficially held by Hilrod XXIV because Mr. Schlosberg is one of
Hilrod XXIV’s general partners; and (xvi) 2,680 shares beneficially held by Hilrod XXV because Mr. Schlosberg is one
of Hilrod XXV’s general partners.
(c) All
transactions effected by the Reporting Persons in the Company’s securities during the past 60 days are set forth in Schedule A
hereto.
Item 7. Material to be Filed as Exhibits.
| CUSIP
No. 61174X109 |
13D/A |
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 23, 2024
| |
BRANDON LIMITED PARTNERSHIP NO. 1 |
| |
|
|
| |
By: |
/s/
Rodney C. Sacks |
| |
|
Name: |
Rodney C. Sacks |
| |
|
Title: |
General Partner |
| |
|
|
| |
BRANDON LIMITED PARTNERSHIP NO. 2 |
| |
|
|
| |
By: |
/s/
Rodney C. Sacks |
| |
|
Name: |
Rodney C. Sacks |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings IV, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings V, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings VI, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings VII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings VIII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
Hilrod Holdings IX, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings X, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XI, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XIII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XIV, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XV, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XVI, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
Hilrod Holdings XVIII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XIX, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XX, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XXI, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XXII, L.P. |
| |
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XXIII, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
|
| |
Hilrod Holdings XXIV, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
|
| |
Hilrod Holdings XXV, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
Hilrod Holdings XXVI, L.P. |
| |
|
|
| |
By: |
/s/
Hilton H. Schlosberg |
| |
|
Name: |
Hilton H. Schlosberg |
| |
|
Title: |
General Partner |
| |
/s/ Rodney C. Sacks |
| |
RODNEY C. SACKS |
| |
|
| |
/s/ Hilton H.
Schlosberg |
| |
HILTON H. SCHLOSBERG |
EXHIBIT INDEX
SCHEDULE A
The following are the transactions in the Company’s securities
within the past 60 days:
| |
Date
of Transaction |
No. of
Securities
Acquired/(Disposed Of) |
Average
Price Per
Security |
Range
of Prices Per
Security |
| Non-Derivative
Securities |
| Rodney
C. Sacks |
12/27/2023 |
8,562
(1) |
$11.68 |
N/A |
| Hilton
H. Schlosberg |
12/27/2023 |
8,562
(1) |
$11.68 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
1,680,000
(1) |
$11.68 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
(1,005,438)
(2) |
$57.34 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
316,800
(1) |
$22.58 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
(219,970)
(2) |
$57.34 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
617,208
(1) |
$11.68 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
(369,384)
(2) |
$57.34 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
624,744
(1) |
$22.58 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
(433,792)
(2) |
$57.34 |
N/A |
| Hilrod
Holdings XXIII, L.P. |
12/27/2023 |
205,668
(1) |
$11.68 |
N/A |
| Hilrod
Holdings XXIII, L.P. |
12/27/2023 |
(123,088)
(2) |
$57.34 |
N/A |
| Rodney
C. Sacks |
1/3/2024 |
(17,309)
(3) |
$0
(3) |
|
| Derivative
Securities* |
| Rodney
C. Sacks |
12/27/2023 |
(8,562)
(4) |
$0 |
N/A |
| Hilton
H. Schlosberg |
12/27/2023 |
(8,562)
(4) |
$0 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
(1,680,000)
(4) |
$0 |
N/A |
| Hilrod
Holdings XVI, L.P. |
12/27/2023 |
(316,800)
(4) |
$0 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
(617,208)
(4) |
$0 |
N/A |
| Hilrod
Holdings XVIII, L.P. |
12/27/2023 |
(624,744)
(4) |
$0 |
N/A |
| Hilrod
Holdings XXIII, L.P. |
12/27/2023 |
(205,668)
(4) |
$0 |
N/A |
| (1) | Represents shares issued upon the exercise of vested stock options. |
| (2) | Represents shares withheld by the Company to satisfy the option
exercise price and tax withholding obligations. |
| (3) | Represents a gift of the Company’s common stock. |
| (4) | Represents the exercise of vested stock options. |
| * | Excludes performance share units that may vest on December 31,
2023 subject to the achievement of adjusted diluted earnings per share growth targets. |
null
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