Amendment: SEC Form SCHEDULE 13D/A filed by Monster Beverage Corporation
$MNST
Beverages (Production/Distribution)
Consumer Staples
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Monster Beverage Corp (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
61174X109 (CUSIP Number) |
Monica Howard Douglas The Coca-Cola Company, One Coca-Cola Plaza Atlanta, GA, 30313 404-676-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/21/2020 (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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the 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).
SCHEDULE 13D
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| CUSIP No. | 61174X109 |
| 1 |
Name of reporting person
Coca Cola Co | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
204,243,204.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
21.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For Row 13
Based on 972,519,659 shares of Common Stock (as defined herein) outstanding as of October 31, 2024 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on November 8, 2024).
SCHEDULE 13D
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| CUSIP No. | 61174X109 |
| 1 |
Name of reporting person
European Refreshments Unlimited Company | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
IRELAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
129,591,548.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For Row 13
Based on 972,519,659 shares of Common Stock (as defined herein) outstanding as of October 31, 2024 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on November 8, 2024).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.005 per share | |
| (b) | Name of Issuer:
Monster Beverage Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Monster Way, Corona,
CALIFORNIA
, 92879. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 22, 2015 (the "Schedule 13D") by The Coca Cola Company, a Delaware corporation ("TCCC"), and European Refreshments Unlimited Company, an Irish corporation and indirect wholly owned subsidiary of TCCC ("ER", and together with TCCC, the "Reporting Persons"), as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on March 20, 2018 by the Reporting Persons, relating to shares of common stock, par value $0.005 per share (the "Common Stock"), of Monster Beverage Corporation, a Delaware corporation (the "Issuer"). This Amendment No. 2 is being filed jointly by the Reporting Persons. Terms used herein and not otherwise defined shall have the meanings given to such terms in the Schedule 13D. Except as amended hereby, the disclosure in the Schedule 13D remains in effect. | ||
| Item 2. | Identity and Background | |
| (a) | Certain information with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A (which replaces the prior Schedule A) attached hereto, including the name, business address, present principal occupation or employment, citizenship and other information relating to each director and executive officer of the Reporting Persons. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The beneficial ownership information reported below represents changes solely due to changes in the number of outstanding shares of Common Stock from time-to-time. Neither TCCC nor ER has purchased or sold any shares of Common Stock. ER has over time transferred shares of Common Stock to TCCC by way of stock dividends.
(a)-(b) On April 21, 2020, the Reporting Persons, on a combined basis, beneficially owned 102,121,602 shares of the Common Stock. Also on April 21, 2020, (i) TCCC had sole voting and dispositive power with respect to 33,345,828 shares of the Common Stock and shared voting and dispositive power with respect to 68,775,774 shares of the Common Stock, and beneficially owned 102,121,602 shares of the Common Stock, and (ii) ER had shared voting and dispositive power with respect to 68,775,774 shares of the Common Stock and beneficially owned 68,775,774 shares of the Common Stock. The number of shares beneficially owned by the Reporting Persons, on a combined basis, represented 19.4% of the total number of issued and outstanding shares of Common Stock of the Issuer as of April 13, 2020 (based upon information contained in the Issuer's Definite Proxy Statement filed with the SEC on April 21, 2020).
On August 8, 2024, the Reporting Persons, on a combined basis, beneficially owned 204,243,204 shares of the Common Stock (which number was the result of the Issuer's 2-for-1 stock split on March 27, 2023). Also on August 8, 2024, (i) TCCC had sole voting and dispositive power with respect to 72,651,656 shares of the Common Stock, shared voting and dispositive power with respect to 131,591,548 shares of the Common Stock and beneficially owned 204,243,204 shares of the Common Stock, and (ii) ER had shared voting and dispositive power with respect to 131,591,548 shares of the Common Stock and beneficially owned 131,591,548 shares of the Common Stock. The number of shares beneficially owned by the Reporting Persons, on a combined basis, represented 20.85% of the total number of issued and outstanding shares of Common Stock of the Issuer as of July 31, 2024 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024).
As of the date of this Amendment No. 2, the Reporting Persons, on a combined basis, beneficially own 204,243,204 shares of the Common Stock. Further, (i) TCCC has sole voting and dispositive power with respect to 74,651,656 shares of the Common Stock, shared voting and dispositive power with respect to 129,591,548 shares of the Common Stock and beneficially owned 204,243,204 shares of the Common Stock, and (ii) ER had shared voting and dispositive power with respect to 129,591,548 shares of the Common Stock and beneficially owned 129,591,548 shares of the Common Stock. The number of shares beneficially owned by the Reporting Persons, on a combined basis represents 21.0% of the total number of issued and outstanding shares of Common Stock of the Issuer as of October 31, 2024 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the SEC on November 8, 2024). | |
| (b) | See Item 5(a) above | |
| (c) | On December 17, 2024, ER transferred 2,000,000 shares of the Common Stock to TCCC by means of a stock dividend for no consideration. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX-99.1 - Schedule A | ||
| SIGNATURE | |
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.
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