|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| KELLY THOMAS J |
|
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)
|
|
Chief Financial Officer
|
|
|
1 MONSTER WAY |
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022 |
|
CORONA, CA 92879 |
4. If Amendment, Date 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)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common Stock | 09/09/2022 |
| M |
| 21,998 | A |
$43.64 | 35,465 | D |
|
| Common Stock | 09/09/2022 |
| S |
| 16,032 | D |
$92.52 (1) | 19,433 | D |
|
| Common Stock | 09/12/2022 |
| M |
| 4,986 | A |
$45.16 | 24,419 | D |
|
| Common Stock | 09/12/2022 |
| M |
| 18,354 | A |
$43.99 | 42,773 | D |
|
| Common Stock | 09/12/2022 |
| S |
| 16,996 | D |
$93.92 (2) | 25,777 | D |
|
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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 Underlying Securities
(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 | 09/12/2022 |
| M |
|
| 4,986 |
(3) | 03/13/2025 | Common Stock | 4,986 |
$
0
| 2,214 | D |
|
| Employee Stock Option (right to buy) |
$43.99 | 09/12/2022 |
| M |
|
| 18,354 |
(3) | 03/14/2026 | Common Stock | 18,354 |
$
0
| 2,271 | D |
|
| Employee Stock Option (right to buy) |
$43.64 | 09/09/2022 |
| M |
|
| 21,998 |
(3) | 12/01/2026 | Common Stock | 21,998 |
$
0
| 2 | D |
|
| Employee Stock Option (right to buy) |
$58.73 |
|
|
|
|
|
|
(4) | 03/14/2028 | Common Stock | (5) |
| 50,000 | D |
|
| Employee Stock Option (right to buy) |
$51.50 |
|
|
|
|
|
|
(6) | 06/01/2028 | Common Stock | (5) |
| 5,000 | D |
|
| Employee Stock Option (right to buy) |
$59.67 |
|
|
|
|
|
|
(3) | 03/14/2029 | Common Stock | (5) |
| 15,000 | D |
|
| Employee Stock Option (right to buy) |
$62.39 |
|
|
|
|
|
|
(7) | 03/13/2030 | Common Stock | (5) |
| 12,000 | D |
|
| Employee Stock Option (right to buy) |
$88.94 |
|
|
|
|
|
|
(8) | 03/12/2031 | Common Stock | (5) |
| 5,000 | D |
|
| Employee Stock Option (right to buy) |
$73.23 |
|
|
|
|
|
|
(9) | 03/14/2032 | Common Stock | (5) |
| 10,000 | D |
|
| Restricted Stock Units | (10) |
|
|
|
|
|
|
(11) |
(12) | Common Stock | (5) |
| 1,334 | D |
|
| Restricted Stock Units | (13) |
|
|
|
|
|
|
(14) |
(12) | Common Stock | (5) |
| 934 | D |
|
| Restricted Stock Units | (13) |
|
|
|
|
|
|
(15) |
(12) | Common Stock | (5) |
| 3,000 | D |
|
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KELLY THOMAS J
1 MONSTER WAY
CORONA, CA 92879 |
|
|
Chief Financial Officer |
|
Signatures
| Paul J. Dechary, attorney-in-fact | |
09/13/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
